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(영문) 서울중앙지방법원 2014.10.07 2013가합73365
주주총회결의 취소 및 부존재확인
Text

1. All the claims of the plaintiff B, C, and D and the conjunctive claims shall be dismissed.

2. The Defendant’s August 23, 2013

Reasons

1. Basic facts

A. Defendant E Co., Ltd. (former trade name: F. F. F. hereinafter “Defendant Company”) is a company engaging in food and accommodation business, and the Plaintiffs were registered as shareholders of the sum of 64,000 shares issued on the register of shareholders of Defendant Company (i.e., 20,000 shares, ② 16,000 shares, ② 16,000 shares, ③ 12,000 shares, ④ 16,000 shares, and ④ 16,000 shares issued on the register of shareholders of Defendant Company.

B. On March 18, 2008, Plaintiff A referred to as the shareholder representative of Defendant Company A and transferred KRW 10,000,000 to H the purchase price of shares issued by Defendant Company and KRW 10,000,000 (hereinafter “instant share transfer contract”) (hereinafter “instant share transfer contract”), and the said contract is “instant share transfer contract”.

(A) The main contents of the share transfer contract in this case are as follows: (a) the same day was signed and obtained the fixed date (No. 6.2).

(However, “transferor” shall be determined as KRW 1 billion for the shares specified in section 3(3)(4)(3)(5)(3)(3)(4)(3)(1)(3)(2)(3)(3)(3)

Article 4 (Methods of Payment of Purchase Price of Stocks)

1.A transferee shall pay to “transferr” the daily sum of KRW 100,000 (e.g. 100,000) in cash at the time of the contract to “transferr” as down payment of the share transfer price under this contract.

The method of payment shall be deposited into the account of a financial institution designated by the transferor.

Article 5 (Transfer of Share Certificates)

1. Within 10 days after the conclusion of this Agreement, the “transferr” must transfer from the shareholders who own the above shares to the transferor (referred to as the “signee”) a certificate of the share transfer and receipt agreement, accompanied by a certificate of the seal impression.

2. “Transferr” shall first transfer 44,00 shares of F 80,000 shares of F, the remainder of 34,000 shares shall be returned from I and immediately after being returned to I, and shall be transferred to I as security in respect of claims and obligations arising during the period of return.

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