1. The defendant's appeal is dismissed.

2. The costs of appeal shall be borne by the Defendant.

Purport of claim and appeal

1...

1. Facts of recognition;

A. On December 17, 2014, the Defendant, as a major shareholder of Company B (hereinafter “B”), entered into a stock transfer contract with the Plaintiff (hereinafter “instant transfer contract”). The content was that “the Defendant and C transfer the entire shares issued (65% shares owned by the Defendant, 35% shares owned by the Defendant, and 35% shares in C”) and the corporate management right to the Plaintiff.”

B. At the time of entering into the instant transfer contract, the Defendant agreed that the Defendant will be individually liable for contingent obligations B (a debt B, which is not specified in the provisional account settlement data, such as the statement of financial position, etc. submitted from the Free Trade Group on December 17, 2014).

In other words, at the time of December 17, 2014, the Defendant guaranteed that B’s obligation is the same as the details of the obligation indicated in the provisional account settlement data submitted by the said Group. If the existence of an obligation not indicated in the provisional account settlement data is discovered or a creditor’s request for payment of the obligation is made, the Defendant paid the obligation at the Defendant’s expense and discharged the Plaintiff and B, and the Plaintiff or B paid the obligation at its own expense and claimed the reimbursement to the Plaintiff.

C. However, following the instant transfer contract, 10,710,490 contingent liabilities (i.e., monthly payments of KRW 3,530,00 for customers in December 2014; (ii) refund for the termination of teachers’ and assistant members; (iii) tax amount of KRW 228,150; (iv) administrative fine of KRW 571,200 for the violation of parking and stopping regulations; and (v) tax amount of KRW 338,540 for the unpaid communications expenses.

On December 15, 2015, the Plaintiff repaid KRW 7,907,890 for contingent debts at Plaintiff or B’s expense prior to the application for the instant payment order. Before submitting the application for modification of the purport of the claim made on June 8, 2016, the Plaintiff repaid KRW 2,802,60 for contingent debts (the amount related to D, E, F, and G out of the refund for the termination of teachers’ members) at the Plaintiff’s or B’s expense.

[Ground of recognition] Unsatisfy, Gap 1-17 evidence (including a provisional number), the purport of the whole pleadings

2. The defendant's obligation to pay money

A. According to the above facts of recognition, the defendant shall be the plaintiff.