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(영문) 대전고등법원 2015.12.11 2014나3830
주권인도 등
Text

1. All appeals by the Defendants are dismissed.

2. The costs of appeal are assessed against the Defendants.

Purport of claim and appeal

1.

Reasons

1. Facts of recognition;

A. On July 10, 2012, Defendant B entered into a stock transfer contract with the Plaintiff and Defendant B issued to the Plaintiff a certificate of stock transfer (Evidence A No. 1-1-2) and his certificate of personal seal impression (Evidence A-2-2) issued by the Plaintiff on the same day.

B. Defendant C Co., Ltd. (hereinafter “Defendant Co., Ltd”) was established on October 25, 199 at the time of establishment of Defendant C Co., Ltd. and whether to issue share certificates, and the share certificates regarding the instant shares were not issued until the date of the conclusion of pleadings at the trial.

[Reasons for Recognition] Unsatisfy, Gap evidence 1-1 to 4, the purport of the whole pleadings

2. Judgment on the ground of the Plaintiff’s claim

A. The transfer of shares before the issuance of a share certificate as to the plaintiff's cause of claim against the defendant B is effective against the company at the expiration of six months after the date of its incorporation or the date of payment of new shares. In this case, the transfer of shares becomes effective only by the parties' declaration of intent in accordance with the general principle as to the transfer of nominative claim (see Supreme Court Decision 92Da16386, Oct. 27, 1992). The transferee of shares before the issuance of share certificate can solely prove that he/she acquired shares without the need for cooperation of the transferor unless there are special circumstances. However, in order to oppose the transfer to a third party other than the company, the transferor shall have the notification or consent by the certificate with a fixed date corresponding to the transfer of nominative claim. In light of the fact that the transferor shall have the notification of the transfer to the company so that the transferee can satisfy the requisite for setting up against the third party, the transferor shall be obligated

(See Supreme Court Decision 2005Da45537 delivered on September 14, 2006). According to the above findings, Defendant B is a party.

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