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(영문) 서울중앙지방법원 2011.11.02 2011가합82877
주식매매대금 등
Text

1. The Defendants are jointly and severally liable to the Plaintiff for KRW 1,567,606,627 and KRW 1,503,932,286.

Reasons

1. Basic facts

A. Defendant A is the representative director of Defendant C Co., Ltd. (hereinafter “C”), and C is a shareholder who holds 97.69% of the shares of Defendant B Co., Ltd. (hereinafter “Defendant Co., Ltd”).

B. Around December 2008, the Plaintiff entered into a contract with Defendant A on the condition that the sales amount of 50,585 shares of common shares (amounted to 10,000 won) of C shall be determined as “the larger of net asset value or face value per share (11,00 won)” (hereinafter “instant share sales contract”). The Defendant Company jointly and severally guaranteed the obligation of Defendant A pursuant to the instant share sales contract.

The main contents of the instant share sales contract are as follows.

Article 1 (Matters concerning Payment of Price) Defendant A shall decide to accept the shares issued by the Plaintiff and the shares owned by the Plaintiff, and the purchase price shall be paid in cash on April 30, 201 by evaluating the net asset value as of December 31, 2010.

Even before the payment date of the purchase price, Defendant A may immediately pay the purchase price to the Plaintiff and transfer the name and transfer the ownership.

All rights to shares under Article 2 are transferred to Defendant A at the same time when the Plaintiff receives the full amount of the purchase price of shares.

At the same time, the plaintiff must cooperate in the procedure of changing the name of the defendant A.

Article 6 (Liability of Joint and Several sureties) The joint and several sureties of the defendant A with respect to the terms of this Agreement shall accept shares on behalf of the defendant A in accordance with the terms and conditions of this Agreement if the defendant A fails to perform his/her obligation by the date of stock acceptance, and he/she shall be held liable for civil and criminal liability when the defendant A violated them.

Article 8 (Responsibility for Payment of Taxes and Public Charges, and Handling of Expenses Incurred) The expenses incurred in relation to the purchase and sale of the shares shall be borne by the defendant A, and the taxes and public charges shall be borne by the individual.

Article 9 (Interest in Arrears Following Delayed Payment of Purchase Price) The price shall be paid on the date of payment specified in Article 1 of this Agreement.

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