1. The plaintiff's claim is dismissed.

2. The costs of lawsuit shall be borne by the Plaintiff.

1. Facts of recognition;

A. On September 15, 2009, the Plaintiff received KRW 156,000 shares (hereinafter “instant shares”) prior to the issuance of share certificates from the Defendant Co., Ltd. (hereinafter “Nonindicted Company”) for KRW 78,000,000 (hereinafter “instant transfer contract”) and paid KRW 7,800,000 as down payment to the Defendant. On November 18, 2009, the Plaintiff paid the remainder of KRW 70,200,000 as down payment.

B. Thereafter, the Plaintiff served as a representative director and an internal director of the non-party company from November 19, 2009 to December 24, 2009, from December 31, 2009 to January 8, 2010, and from January 27, 2010 to February 9, 2010.

[Ground of recognition] Facts without dispute, Gap evidence 1 to 4, Gap evidence 7, Eul evidence 3, the purport of whole pleadings

2. The assertion and judgment

A. The Defendant asserted that the Plaintiff was fully paid the transfer price of the instant shares by the Plaintiff, but did not fully cooperate with the transfer of ownership of the instant shares.

Therefore, since the transfer contract of this case was cancelled due to the defendant's non-performance of obligation, the defendant is obligated to pay to the plaintiff the transfer price of this case 78,000,000 won and damages for delay.

B. The transfer of shares before the issuance of the stock certificates takes effect by agreement between the transferor and the transferee, i.e., the stock transfer contract only takes effect. Thus, upon the conclusion of the stock transfer contract, the transferor loses the shares which were the object of the transfer and the transferee becomes the shareholder upon the transfer.

Therefore, barring any special circumstance, a person to whom a registered share was transferred prior to the issuance of the share certificates may, without the cooperation of the transferor, file a claim for change of holders by proving that he/she acquired the shares, and thereby, is entitled to exercise the rights as a shareholder in relation to the company (see, e.g., Supreme Court Decision 2012Da38780, Nov. 29, 2012). The instant case is subject to the foregoing legal doctrine.