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Reasons
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(영문) 대전고등법원 2019.05.22 2018나15213
위약금 등
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1. The plaintiff's appeal and the conjunctive claim added by this court are all dismissed.

2. After an appeal is filed.

Reasons

1. Basic facts

A. On December 7, 2017, the Plaintiff entered into a basic agreement to fully cooperate with Defendant C Co., Ltd. (hereinafter “Defendant C”) and Defendant D Co., Ltd. (hereinafter “Defendant D”) on the management right and shares, etc. as of November 30, 2017, based on the statement of financial position of the Defendant Co., Ltd. as of November 30, 2017; however, the Plaintiff may take over the management right and shares, etc. as of November 30, 2017, based on the statement of financial position of the Defendant Co., Ltd. (hereinafter “Defendant Co., Ltd”); for this purpose, Defendant B entered into a basic agreement to fully cooperate with the Plaintiff by providing the Plaintiff with all of the books, slips, documentary evidence, and relevant documents (hereinafter “instant basic agreement”); and on the same day, Defendant B paid the down payment KRW 200 million under the instant basic agreement to Defendant B.

B. On December 28, 2017, the Plaintiff entered into a transfer contract with Defendant B (hereinafter “instant transfer contract”). The Defendant Company jointly and severally guaranteed the Defendant B’s obligation under the instant transfer contract. On the same day, the Plaintiff paid KRW 365 million to the Defendant B the down payment under the instant transfer contract.

Article 1 (Subject Matter of Sales Contracts)

1. All rights and duties incidental to the management and right of the defendant company;

2. Stocks issued by the defendant company;

3. Tangible assets owned by the Defendant Company at the time of the business license and transfer or takeover contract owned by the Defendant B, and the investments by the Defendant D’s associations;

4. Business license and license matters owned by the defendant B and the defendant company;

5. The sales contract under Article 2 (Standards for Sales Contracts) of the previous 958 square meters in Chungcheongnam-gun E shall be based on the statement of accounts of a lottery set presented by the Defendant Company’s tax agent on December 21, 2017.

Provided, That the defendant B shall be subject to repayment of 100% of the loans and purchase obligations of the defendant company presented.

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