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1. Of the judgment of the court of first instance, the part against the Defendants exceeding the money ordered to be paid under the following subparagraphs shall be revoked.
Reasons
1. Basic facts
A. On October 2005, J and Defendant D agreed to jointly invest and manage the said Company after purchasing the shares of K Co., Ltd. (hereinafter “K”) and M Co., Ltd. (M), its subsidiary. (hereinafter “M”).
B. Accordingly, J and Defendant D established F Co., Ltd. (hereinafter “F”), and invested money in F by lending money, and F was able to exercise the management right of K and M by purchasing K and M’s shares.
At the time, the total number of F’s issued shares was 60,000 shares, and J held 30,000 shares in the name of the plaintiffs, and 30,000 shares in the name of himself and Defendant E respectively.
C. At the first time, Defendant D exercised the management rights of K and M, but J and Defendant D agreed on July 21, 2006 to exercise the management rights, and they concluded a management right agreement with the following contents (hereinafter “instant joint management agreement”).
Article 3 (Methods of Joint Investment and Company Operation) A and B (Defendant D) shall make joint investments in the following ways in order to achieve the objectives of this Investment Project and shall cooperate with the Company (K and M):
1. The Company A shall administer general management, and the following important decision-making shall be conducted by A with the consent of B:
1. Issuance of stocks and bonds;
2. Merger and acquisition of the company;
3. Changes in capital.
4. Matters to be published by this company;
5. Other important matters concerning the management of the company. (2) All additional funds required for the management and normalization of the company shall be jointly invested by Gap and Eul.
(3) In principle, Gap and Eul shall have equal rights as major shareholders, and the equity ratio in this company shall be equally maintained in any case.
Article 5 (Distribution and Settlement of Profits) (1) A and B are the same shares of shares in promoting this investment project, and thus they are the profits accruing from excluding all the expenses incurred.