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1. All appeals by the Defendants are dismissed.
2. The costs of appeal are assessed against the Defendants.
Purport of claim and appeal
1.
Reasons
1. Basic facts
A. D Co., Ltd. (hereinafter “D”) is a company established on December 27, 2001 for the purpose of engineering work, etc.
Defendant C was registered as the representative director and shareholder from January 15, 2008 to January 29, 2013; Defendant B was registered as the representative director and shareholder from June 30, 2009 to May 23, 2013.
Meanwhile, Defendant C’s husband E served as D’s auditor from January 11, 2005 to May 23, 2013, and actually operated D.
B. On May 21, 2013, the Plaintiff’s husband F, representing the Plaintiff, entered into a contract with E, on February 6, 2013, which takes over all the rights and obligations regarding D’s license and business operations and all the issued shares of D (hereinafter “instant contract”).
In the instant transfer contract (A evidence No. 1-1), the Defendants, G, and H’s respective certificates of personal seal impression are comprehensively transferred to the Plaintiff all rights and obligations with respect to D’s license and business operations, which are the shareholders of D, and accordingly, the Defendants, as the shareholders’ representatives, agreed to transfer all of their shares issued to the Plaintiff with the consent of all shareholders and to acquire them by the Plaintiff under the principle of trust and good faith as follows.
Article 2 (Transfer and Receipt Articles and Scope) (1) The Defendants are the representatives of all shareholders listed in the register of shareholders as of the date of transfer and acquisition, and transfer all outstanding shares to the Plaintiff upon consent of all shareholders.
(2) The total amount of assets and liabilities on D as of the date of transfer or acquisition shall be KRW 110 million.
Article 4 (Payment of Transfer and Receipt Price) (1) Contract deposit: 30 million won shall be paid to the Defendants simultaneously with the contract.
(2) Any balance: up to March 31, 2013.