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(영문) 대구고등법원 2015.06.23 2014나2380
주식매매대금
Text

1. Of the judgment of the court of first instance, the part against the Defendants exceeding the money ordered to be paid under the following subparagraphs shall be revoked.

Reasons

1. Basic facts

A. On February 2009, the withdrawing Plaintiff A (hereinafter “Withdrawal”) and the Plaintiffs (hereinafter “unexploing Plaintiffs”) were shareholders of the N Co., Ltd. (hereinafter “N”) running a golf course located in Cheongbuk-do, Cheongbuk-do (hereinafter “instant golf course”). However, the number of shares held by the Plaintiff and the unexploing Plaintiffs are as indicated below in the list of shares held:

[Attachment No. 1 60,000 shares of the Plaintiff 5 E E 6,000 shares of the Plaintiff 60% 11% 6,000 shares 6% 6,000 6% 6,000 shares 6% 33 6,000 shares 7 G 5,000 shares 5% 44 6,000 shares 6% 6% 6,000 shares of the Plaintiff 10,000 shares of the Plaintiff 10%

B. On February 12, 2009, the withdrawing Plaintiffs and the withdrawing Plaintiffs entered into a contract with Defendant H (O prior to the change: C), Defendant I, Defendant J (the first company of the trade name was P, but changed to the present trade name through Q), and Defendant K Co., Ltd. (hereinafter referred to as “Defendant Co., Ltd.”) under which the withdrawing and the withdrawing Plaintiffs would transfer the entire N’s shares to the Defendant Co., Ltd. (hereinafter referred to as “instant transfer contract”). The Plaintiff and the withdrawing Plaintiffs entered into the instant transfer contract with the content of the instant transfer contract. The Plaintiff Co., Ltd., Ltd. (hereinafter referred to as “instant transfer contract”).

At that time, Defendant L, as an actual manager of the Defendant Company, jointly and severally guaranteed the obligation of the Defendant Company to the Plaintiff and the non-exploiting Plaintiffs under the instant transfer contract.

The details of the instant transfer contract are as follows.

【Contents of Transfer Contract】 Article 3 (Price for Acceptance by Transfer)

1. The purchase price of an object shall be 150 billion won in total, and since the transferee succeeds to the confirmed obligation after the transferee inspected and confirmed the obligation of the company (N; hereinafter the same shall apply) which is subject to acquisition, the acquisition price of the object shall substitute for the payment of the purchase price;

2. The transferee shall pay to the transferor.

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