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(영문) 서울고등법원 2016.11.18 2016나2028628
약정금
Text

1. Of the judgment of the first instance court on the Defendant (Counterclaim Plaintiff) B, the money that orders the payment below is applicable.

Reasons

1. Basic facts

A. D Co., Ltd. (hereinafter “instant company”) is a rearrangement company aimed at providing consultation on construction project management, etc., and the Plaintiff was performing the representative director of the instant company from September 6, 2002.

B. When the Plaintiff was experiencing managerial difficulties while operating the instant company, around July 2009, the Plaintiff sold the instant company by consultation with H and the instant company around July 2009.

C. Even after the sale of the instant company, the Plaintiff actively participated in the management of the instant company by maintaining the representative director of the instant company for a limited period of time, performing on-site duties and managing operating funds.

On November 23, 2010, the Plaintiff drafted a written agreement to transfer 30,000 shares of the instant company owned by the Plaintiff to Defendant C and B, a purchaser (Evidence A 4; hereinafter “instant agreement”). Paragraph (4) of the instant agreement states, “The Defendant, etc., who was the purchaser of the instant company, redeems the KRW 100,000 shares of the instant company to A by February 28, 201.”

(hereinafter the above 100 million won redemption agreement is hereinafter referred to as the "agreement of this case"). / [Grounds for recognition] without dispute, each entry in Gap evidence 1, 2, and 4, witness H of the first instance court, and the purport of the whole pleadings.

2. Summary of the parties' arguments;

A. Notwithstanding the agreement of this case, the Defendants did not pay the agreed amount of KRW 100 million up to now. The Defendants are jointly and severally liable to pay the agreed amount of KRW 100 million and damages for delay.

B. The Defendants: (a) there is no fact that Defendant C was involved in the transfer of shares of the instant company and the preparation of the instant agreement; and (b) there is no effect as to Defendant C because the copied seal affixed on the name of Defendant C was affixed at will by Defendant C; and (c) Defendant B lent the name of Defendant C, one of whom was himself and herself upon H’s request, and affixed it on the instant agreement.

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