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Reasons
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(영문) 서울고등법원 2017.08.24 2016나209612
양도대금
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1. The judgment of the first instance court, including a claim added or reduced in the trial, shall be modified as follows:

Reasons

1. Basic facts

A. Status 1) E Co., Ltd. (trade name after alteration: L Co., Ltd.; hereinafter “E”);

The purpose of the business is to establish and operate a tourist accommodation business and ancillary facilities, and a Ma hotel with F 358.4 square meters in Nam-gu Incheon Metropolitan City, G 356.8 square meters in size, 2 underground floors below the ground reinforced concrete structure, and 25 stories above ground (hereinafter “instant hotel”).

(2) The Plaintiff A holds 40% of the issued shares of E, and the Plaintiff B and C hold 30% of the issued shares of E.

3) Plaintiff A served as the representative director, Plaintiff B, and Plaintiff C as each internal director, and resigned on July 15, 2015, and the Defendant was appointed as the representative director of E on July 15, 2015. (b) On November 24, 2014, Plaintiff A entered into an entrusted management contract for the instant hotel with respect to H, I, J, and K (hereinafter “H et al.”) and the instant hotel with respect to the instant hotel, two years of contract period, deposit amount of KRW 2 billion, monthly rent of KRW 60,000,000,000,000, and thereafter, H and three other parties operated the instant hotel.

2) In order to acquire E’s ownership and right of management, the Defendant shall enter into a comprehensive transfer and acquisition agreement between the Plaintiffs and the Plaintiffs on June 16, 2015 (hereinafter “instant transfer and acquisition agreement”).

The contract was concluded, and the main contents thereof are as follows (Evidence A No. 4). Article 2 (Transfer and Acquisition Amount):

1. The amount of transfer or acquisition of a corporation shall be 14.7 billion won;

Article 3 (Methods of Payment for Purchase): 14.7 billion won contract amount: by June 17, 2015: KRW 1.7 billion: Until June 22, 2015, KRW 2.7 billion loan: Until July 9, 2015, KRW 10 billion: Defendant shall pay to the Plaintiffs the remainder, excluding the expenses incurred in removing the defects and burden of provisional attachment, attachment, provisional disposition, and other rights that restrict the exercise of ownership.

Article 8 (Matters of Special Agreement) Taxes, Value-Added Tax, Public Charges, etc. until July 9, 2015 are paid by the plaintiffs.

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