1. The Defendant (Counterclaim Plaintiff) paid KRW 136,266,024 to the Plaintiff (Counterclaim Defendant) and its related amount from October 5, 2016 to March 21, 2018.

A principal lawsuit and a counterclaim shall be deemed simultaneously.

1. Basic facts

A. On March 30, 2016, the Plaintiff entered into a contract with C, D (hereinafter referred to as “Plaintiff, etc.”) to acquire all facilities and goodwill of “H” entertainment tavern (hereinafter referred to as “instant entertainment tavern”) on the first underground floor of Busan Shipping Daegu G Hotel (hereinafter referred to as “instant hotel”) operated by the Defendant from the Defendant through his agent E (hereinafter referred to as “instant hotel”) with a view to operating entertainment tavern as a club business, and then, agreed to take over KRW 750,00,000 on the date of the said contract (hereinafter referred to as “instant acquisition agreement”), and paid KRW 100,000,000 on April 15, 2016 as follows.

The Plaintiff shall pay the Defendant KRW 100,000,000 as the down payment on the date of conclusion of the instant contract, and shall pay the intermediate payment of KRW 300,000,000 on April 11, 2016, and shall pay the remainder of KRW 350,00,000 on April 15, 201.

By the date of the intermediate payment, the Defendant is obliged to enter into a lease agreement with the owner of the instant hotel and the Plaintiff (28,750,000 won including deposit 50,000,000 won and monthly rent value added tax), with the following lease agreements between the Plaintiff.

The Defendant shall deliver the instant club to the Plaintiff by April 15, 2016, with the condition that it is possible to exercise its right, and the Defendant shall remove all matters that interfere with the exercise of the right of lease and deliver the instant club including all facilities and goodwill so that the Plaintiff can operate immediately at the same time with the receipt of any balance.

except as otherwise provided in the agreement.

All existing facilities and equipment that exclude trademark rights and trade names shall be transferred comprehensively.

Provided, That the ELP and signboards currently kept in the store shall be excluded.

The defendant shall provide a balance of business report certificates, succession to the status of business report and other documents related to the transfer of the name, or shall seal them together with the competent authorities

B. On the other hand, the Plaintiff’s partner C, one of whom, around April 15, 2016, runs counter to the Plaintiff’s partner.