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(영문) 서울중앙지방법원 2014.12.05 2013가합85658
주식양수대금반환
Text

1. The defendant shall pay 150,000,000 won to the plaintiff and 20% per annum from October 31, 2013 to the day of complete payment.

Reasons

1. Basic facts

A. On October 13, 2010, the Plaintiff entered into a share transfer agreement (hereinafter “instant share transfer agreement”) with the Defendant, under which the Plaintiff acquired 45,400 shares of C Co., Ltd. (hereinafter “C”) from the Defendant (hereinafter “instant shares”).

B. On December 16, 2010, the Plaintiff paid to the Defendant KRW 50 million, and KRW 50 million on January 19, 201, respectively. On September 23, 2011, the Plaintiff received return from the Defendant of KRW 50 million.

[Reasons for Recognition] Facts without dispute, entry of Gap 1 and 2 evidence (including each number; hereinafter the same shall apply), the purport of the whole pleadings

2. Judgment on the ground of the Plaintiff’s claim

A. 1) The Plaintiff’s assertion as to the primary cause of claim (A) did not receive the transfer of the instant shares despite the payment of the purchase price of the shares to the Defendant. As such, the Plaintiff’s claim seeking the return of the remaining transfer price of KRW 150 million, which was not yet returned upon the delivery of a copy of the complaint of this case, by cancelling the share transfer contract of this case.

B) The defendant's assertion is that D Co., Ltd. (hereinafter "D") managed by the defendant.

In order to defend hostile M&A against the Plaintiff, around October 25, 2010, an agreement between the Plaintiff and the Plaintiff that “if the Plaintiff contributed KRW 2 billion to defending management rights by the end of November 2010, and the Defendant successfuls in defending management rights, the Defendant will transfer D’s shares and management rights to the Plaintiff at KRW 10 billion” (hereinafter referred to as “management rights defense agreement”).

B. The share transfer contract of this case was concluded to secure the Defendant’s fulfillment of its obligations under the above agreement, and is part of the amount of KRW 150 million, which the Plaintiff received from the Plaintiff, to deliver to the Defendant under the above agreement, to the Defendant.

However, the plaintiff failed to contribute the remaining amount of 1.85 billion won for the defense of management rights, thereby failureing to defend management rights by the defendant, and accordingly, 150 million won already contributed with the defendant.

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