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(영문) 서울중앙지방법원 2014.07.17 2012가합522631
손해배상 청구
Text

1. The Defendants are jointly and severally liable to the Plaintiff as to KRW 4.56 billion and the amount of KRW 2250,000 to the Plaintiff from May 26, 2011.

Reasons

1. Facts of recognition;

A. The Plaintiff is a representative director and a major shareholder of KOSDAQ-registered corporation I (hereinafter “subject company”).

Defendant C was the representative of Defendant B Law Firm (hereinafter “Defendant Law Firm”), and the remainder of the Defendants are attorneys-at-law registered as members of Defendant Law Firm.

B. On May 20, 201, the Plaintiff entered into a contract with J and the Plaintiff to transfer one million shares of the subject company (hereinafter “subject shares”) and management rights to J (hereinafter “instant transfer contract”).

The main contents of the instant transfer contract are as follows.

Article 3 (Payment Method and Price for Acquisition by Transfer)

1. The acquisition price of the shares in question shall be eight billion won, and thereby the plaintiff shall transfer the management right to J, and the management right price shall not be separately determined.

2. The proceeds of the transfer under the preceding paragraph shall be paid to the Plaintiff by J in accordance with the following schedule:

① At the same time, J pays KRW 3 billion to the Plaintiff as down payment and intermediate payment upon the conclusion of the instant contract, and at the same time, the Plaintiff transfers 400,000 shares out of the shares owned by the Plaintiff to J.

② The J shall deposit the balance of the instant contract in cash at the place of deposit of proceeds, three days prior to the dispatch of the notice of convening a general meeting of shareholders of the company subject to acquisition of management rights and appointment of a new director under the instant contract.

③ In a case where the candidates for directors recommended by J at the above temporary shareholders’ meeting are newly appointed as directors of the company subject to the said provisional shareholders’ meeting, the existing directors resign and be reconstructed by the board of directors, and the Plaintiff fully performs the obligations and guarantees under Articles 5 and 6 of the instant contract, and the registration of appointment of new appointed directors is completed, and the transfer of the shares and the right of management under Article 4 is complete, the Plaintiff shall immediately receive the balance of five billion won deposited at the price depository.

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