International Finance Corporation and 1 other (Law Firm Yang Hun-Ga, Attorneys Choi Gyeong-Gyeong et al., Counsel for the plaintiff-appellant)

Korea-Backed Securitization Co., Ltd. (Law Firm Faithful, Attorneys Ba-man et al., Counsel for the plaintiff-appellant)

August 31, 2010

Seoul Central District Court Decision 2009Kahap36857 Decided January 29, 2010

1. Of the judgment of the court of first instance, the part against the plaintiffs falling under the following order of payment shall be revoked.

The defendant shall pay to the plaintiff International Finance Corporation 1,707,06,720 won, the amount calculated by applying 6% per annum from April 10, 2009 to October 14, 2010, and 20% per annum from the next day to the date of full payment.

2. All remaining appeals by the plaintiffs and the defendant are dismissed.

3. All costs of the lawsuit shall be borne by the defendant.

4. The portion of payment of the amount under paragraph (1) may be provisionally executed.

Purport of claim

Main and Preliminaryly, the Defendant shall pay the Plaintiff International Finance Corporation 3,351,186,884 won, Plaintiff KMEL Holdings Holdings 3,443,175,106 won and each of the said money at the rate of 20% per annum from the day following the delivery of a copy of the complaint of this case to the day of full payment.

(1) The plaintiff filed a claim for damages for delay and filed a preliminary claim for the return of unjust enrichment. (The plaintiff filed a claim for damages for delay with each of the above amounts)

Purport of appeal

1. The purport of the plaintiffs' appeal

Of the judgment of the court of first instance, the part against the plaintiffs corresponding to the money ordered to pay is revoked. The defendant shall pay to the plaintiff International Finance Corporation 1,707,06,720 won, the amount calculated by the ratio of 20% per annum from the day following the delivery of a copy of the complaint of this case to the day of complete payment with respect to the money of 1,807,95,928 won and each of the above money.

2. The defendant's purport of appeal

The part of the judgment of the court of first instance against the defendant shall be revoked, and the corresponding plaintiffs' claims shall be dismissed.

1. Basic facts

The basic facts to be explained by the court concerning the instant case are as stated in the reasoning of the first instance court’s judgment inasmuch as it is identical to that of “1. Basic Facts” in the main sentence of Article 420 of the Civil Procedure Act, except where the court stated “2. 11 February 11, 2009” as “2. 5 February 11, 2009.”

2. Plaintiff’s request

(a) The primary claim

According to Article 374(2) of the Commercial Act, a company shall pay the purchase price of stocks within two months from the date of receipt of the request for purchase of stocks, and even though Plaintiff IFC made the request for purchase of stocks on March 15, 2004 and Plaintiff KMF made the request for purchase of stocks on March 25, 2004, the Defendant paid the purchase price of stocks to Plaintiff IFC on December 22, 2008, and thus, the Defendant shall pay damages for delay at a rate of 6% per annum under the Commercial Act from the date two months have elapsed since the date of receipt of the request for purchase of stocks to the date of payment of the purchase price of stocks as above.

(b) Preliminary claim

If the Defendant is not obligated to pay the above damages for delay, the Defendant owned the amount equivalent to the purchase price of the shares before paying the purchase price of the shares as above, and thereby unjust enrichment, the Defendant shall refund the amount equivalent to the above damages for delay to the Plaintiffs.

3. Determination

(a) Appraisal rights;

1) Article 374(1) and (2) of the Commercial Act provides that when a company makes a notice or public notice of convening a general meeting of shareholders as to the transfer of business, etc., it shall specify the contents and exercise method of appraisal rights under Article 374-2(1) and (2) of the Commercial Act.

Then, Article 374-2 (1) of the Commercial Act provides that "a shareholder who objects to the resolution under the provisions of Article 374 of the Commercial Act may, if he notifies the company in writing of his intention of opposing to the resolution prior to the general meeting of shareholders, request the company to purchase his shares in writing, specifying the kind and number of shares, within 20 days from the date of resolution of the general meeting." Article 374-2 (2) of the Commercial Act provides that "the company shall purchase the shares within 2 months from the date of receipt of the request under paragraph (1)."

On the other hand, Article 374-2(3) of the Commercial Act provides that "the purchase price of shares under the provisions of paragraph (2) shall be determined by an agreement between the shareholders and the company," and Article 374-2(4) of the Commercial Act provides that "where the agreement under the provisions of paragraph (3) is not reached within 30 days from the date of receiving the request under the provisions of paragraph (1), the company or the shareholder who requested the purchase of shares may request the court to determine the purchase price."

In addition, Article 374-2 (5) of the Commercial Act provides that "if the court determines the purchase price of shares pursuant to the provisions of paragraph (4), it shall calculate it at a fair price taking into account the company's financial status and other circumstances."

2) The above provision of the Commercial Act provides an opportunity for minority shareholders to withdraw from the company with fair payment of consideration by granting an appraisal right to minority shareholders, in cases where significant changes, such as transfer of business, etc., take place by majority shareholders, and thus, it directly aims at protecting minority shareholders. On the other hand, it is possible for majority shareholders to promote the transfer of business, by allowing them to promote significant changes in the company, such as transfer of business.

Therefore, in order to become a substantial useful appraisal right, as the purchase price of shares is determined at a fair price, such purchase price of shares should be paid promptly.

(b) Payment period;

1) Article 374-2(2) of the Commercial Act provides that the company shall purchase the shares within two months from the date of receipt of the request for purchase of the shares. Then, Article 374-2(3) and (4) of the Commercial Act provides that the purchase price of the shares shall be determined by a consultation between the shareholders and the company, and the company shall determine the purchase price of the shares within 30 days from the date of receipt of the request for purchase of the shares.

Article 374-2 (2) of the Commercial Code provides that "the company shall purchase shares" as above, and in light of the general meaning of such "purchase", it is reasonable to view that the above obligation to purchase shares does not merely constitute the obligation to enter into a contract for the purchase of shares, but also includes the obligation to pay the purchase price according to the contract for the purchase of shares.

Article 374-2(2) of the Commercial Act provides for the determination of the purchase price of shares under Article 374-2(3) and (4) of the Commercial Act, following the provision of Article 374-2(2) of the Commercial Act. In conclusion, the determination of the purchase price of shares is to specify the obligation to pay the purchase price of shares under Article 374-2(2) of the Commercial Act as above.

In addition, as seen earlier, appraisal rights are given to minority shareholders an opportunity to withdraw from the company with fair payment and are directly aimed at protecting minority shareholders, and the purchase price of shares is determined at fair price so that such appraisal rights can be substantially useful, so such purchase price of shares should be paid promptly.

2) In full view of the above circumstances, it is reasonable to view that Article 374-2(2) of the Commercial Act provides that “the company shall purchase the relevant shares within two months from the date of receipt of the request for appraisal of the shares,” which provides that “the company shall purchase the relevant shares, within two months from the date of receipt of the request for appraisal of the shares, shall grant an appraisal right as a right to form shareholders, and the sales contract for the relevant shares takes effect without the company’s consent by exercising such appraisal right, and that the company shall pay the purchase

Therefore, Article 374-2 (2) of the Commercial Code provides that "the purchase of shares shall be made within two months" means that the payment period for the company's obligation to pay the purchase price of shares is set, and it shall be deemed that the company has set the payment period within two months from the receipt of the request for purchase of shares.

(c) Delay liability;

1) Inasmuch as the period for performance stipulated within two months from the date of receiving a claim for purchase of shares with respect to the company’s obligation to pay the purchase price of shares, the company is liable for delay unless there exist special circumstances if the period for performance expires. As seen earlier, if a sales contract on the relevant shares takes effect by exercising the appraisal right as a formation right, the purchase price of the relevant shares is not determined, and the purchase price is determined by subsequent consultation between the shareholders and the company or by the court pursuant to Article 374-2(3) and (4) of the Commercial Act.

Accordingly, there may be cases where the court determines the purchase price after the lapse of two months from the date when the company received the exercise of appraisal rights by shareholders and the company, or the purchase price by the court is not determined within two months from the date when the company received the exercise of appraisal rights by shareholders and the company.

2) In relation to the above cases, Article 347-2 (4) of the Commercial Act provides that the company may request the court to determine the purchase price where it fails to reach an agreement with the shareholders within 30 days from the date of receipt of the claim for purchase of shares, and there is no provision regarding the deadline for determination of the purchase price by the court. As seen earlier, the appraisal right is the direct purpose of protecting minority shareholders, and the purchase price of shares is to be promptly paid for the purpose of substantially useful appraisal rights, and as seen above, Article 374-2 (2) of the Commercial Act explicitly provides that "purchase shall be purchased within 2 months". Thus, in light of the fact that there is no provision regarding the deadline for determination of the purchase price by the court and that the purchase price cannot be specifically determined until the decision is made, it shall not be deemed that the period after the expiration of 2 months as seen earlier.

In addition, the appraisal right is a right to form a stock and has the effect of concluding a sales contract for the relevant stock without the consent of the company by the appraisal right of the shareholder, and the purchase price is determined in a specific amount by the consultation with the shareholders or the court later. Thus, even if the company did not determine the purchase price for the stock at the time of receiving the appraisal right of the stock, it is clear that the company exists in any amount, and as long as the stock purchase price to be paid by the company at the time of receiving the appraisal right exists, it cannot be said that it is unreasonable to have the company bear the liability for delay from the time when 2 months elapse from the date of receiving the appraisal right of the stock.

In addition, in determining the purchase price of stocks, the value of stocks shall be determined by taking into account the estimated profit, etc. that may arise in the future as of the time prior to being affected by the transfer of business, etc. (Supreme Court Order 2008Ma607 Decided Nov. 17, 2008), and the claim for appraisal of stocks shall be made within 20 days from the date of resolution of the general meeting of stockholders concerning the transfer of business, etc., and the purchase price of stocks shall be determined by the value of stocks prior to the transfer of the claim for appraisal, so long as the purchase price of stocks is determined at the time of the transfer of the claim for appraisal, it shall not be deemed unreasonable that the company should be held liable for delay from the time of the lapse of two months from

On the other hand, the company's obligation to pay a certain amount of money to shareholders is the obligation to pay a certain amount of money, and if there is any delay in the performance of such monetary obligation, the creditor is naturally liable for damages equivalent to the interest at the statutory rate, and as a matter of course, the debtor is able to obtain the profit equivalent to the above interest.

Furthermore, when the court determines the purchase price of shares, it shall calculate the fair price by taking into account the company’s financial status and other circumstances pursuant to Article 374-2(5) of the Commercial Act, and if there are ordinary cases of transactions that properly reflect the objective exchange value of the shares in question, it shall determine the purchase price of shares by considering the market price. In the absence of such transaction cases, it shall use various evaluation methods such as market value, net asset value method, profit value method, etc., and shall calculate fair price by taking into account the company’s circumstances and characteristics, etc. (Supreme Court Order 2008Ma607 Decided November 17, 2008). Thus, the company can easily understand all the circumstances such as the company’s financial status, etc., with more information under its own capital or management status, and as such, in a situation where it can more easily understand the whole matters considered in the determination of the purchase price, it may be exempted from liability to pay the company by making a future deposit of the company and making a repayment.

According to the above facts, in the process of determining the purchase price by the court, the plaintiffs asserted that in addition to the net asset value, the profits value should also be considered. On the other hand, the defendant asserted that only the net asset value should be considered. The court decided the purchase price based on the net asset value calculated by dividing the defendant's net asset value by the number of shares as alleged by the defendant, as alleged by the defendant.

3) In full view of the above circumstances, in the case where the company did not reach an agreement between shareholders and the company within two months from the date of receiving the claim for purchase of shares, or after the lapse of such two months, the period for payment of purchase price of shares is not extended, but the period for payment of purchase price of shares is within two months from the date of receiving the claim for purchase of shares, and as seen earlier, the company shall be deemed to be the period for payment of the payment of purchase price of shares, and as such, the company shall be liable for delay from the time of the lapse of such period for payment, barring any special circumstances.

(d) Details of liability for delay;

1) The above obligation to pay a certain amount of the purchase price of stocks is the obligation to pay a certain amount of money to the shareholders. According to the provisions of Article 397 of the Civil Act, the amount of damages for nonperformance is calculated at the statutory interest rate. In relation to such damages, the obligee cannot defend the obligor without any proof of damages.

The above provision provides that even if the actual loss incurred is greater than the interest calculated at the statutory rate, the obligee cannot claim for such actual loss by proving it, and the obligor cannot claim for reduction or exemption within the scope of the loss, by proving that the actual loss incurred is less than the above interest.

Therefore, the company is obligated to pay damages for delay at the rate of 6% per annum, which is the commercial statutory interest rate for the purchase price of shares, from the time when the deadline for meeting the obligation to pay the purchase price of shares was expired. As asserted in this case by the defendant, even if the commercial bank interest rate is lower than 6% per annum and the damages suffered by the plaintiffs do not reach the amount at the rate of 6% per annum, which is the commercial statutory interest rate, as alleged in this case, the above damages for delay cannot be reduced on such ground

2) Meanwhile, according to the provisions of Article 374-2(3) through (5) of the Commercial Act, if the purchase price is determined by an agreement between shareholders and the company, the company or shareholders may request the court to determine the purchase price. In such a case, the court shall determine the purchase price at a fair price taking into account the company’s financial status and other circumstances

Therefore, it cannot be said that the shareholder committed an unlawful or unjust act solely on the ground that the purchase price alleged by the shareholder is higher than the purchase price determined by the court later, because the shareholder asserts the purchase price he/she wishes in the process of determining the purchase price by the court is a right recognized under the Commercial Act.

In addition, in determining the purchase price by the court, various appraisal methods, such as market value method, net asset value method, profit value method, etc., are used in the transaction cases as seen earlier, and the final fair price is calculated by comprehensively taking into account the situation or characteristics of the company in question, and thus, it is anticipated that a considerable period of time will be required in calculating the purchase price. As seen above, in light of the fact that there is no provision regarding the deadline for determining the purchase price by the court, it cannot be said that there is a cause attributable to the shareholder or the company, unless the aforementioned period of time is deemed unfairly required due to the illegal or unjust act of the shareholder or the company.

However, as seen in the above facts, the court of first instance decided the purchase price of shares on February 17, 2005 and decided the purchase price again at the same price on April 2, 2008, which was three years after the appeal by the plaintiffs, and then the court of second instance dismissed the plaintiffs' reappeals by the court of third instance on November 17, 2008. Since the plaintiffs' assertion of purchase price desired by them is a right recognized under the Commercial Act and it is also recognized under the Non-Contentious Case Litigation Procedure Act to file an appeal and reappeals against the court's decision on the purchase price, it cannot be said that the plaintiffs committed unlawful and unfair acts even if considerable period of time with the appeal and reappeals made, and there is no other evidence to support that the above period of time was unfairly required due to the plaintiffs' unlawful and unjust acts, such as abuse of rights by the plaintiffs.

Therefore, as the defendant asserts in this case, it is not possible to limit or reduce the liability for damages for delay as seen earlier on the ground that the decision of purchase price by the court was delayed due to the reasons attributable to the plaintiffs.

3) Next, as seen earlier, Article 397 of the Civil Act provides that the amount of damages for nonperformance of a monetary obligation is calculated at the statutory rate. The obligation to pay purchase price of shares is a monetary obligation, and if there is any delay in the performance of a monetary obligation, as seen earlier, the obligee is naturally liable to compensate for damages equivalent to the interest at the statutory rate, and the obligor is also able to obtain the profit equivalent to the above interest. Accordingly, as seen earlier, the obligee cannot claim damages for the actual loss by proving it even if the actual loss was higher than the interest at the statutory rate, and the obligor cannot claim reduction or exemption from liability within the scope of the obligation by proving that the actual loss was less than the above interest.

In addition, Article 397 of the Civil Act is generally ratified that in the event of default of monetary obligations, the deprivation of possibility of such utilization would result in an obligee. On the other hand, if an obligee claims and raised specific damages incurred due to the obligee’s default of monetary obligations, then the obligee may claim compensation by asserting and supporting the damages, the specific amount of compensation may lose balance because the calculation of the specific amount of compensation is so diverse that it may result in the loss of balance, and thus, a provision was prepared based on an amount calculated at the statutory rate as abstract damages to treat the issue of damages arising from the nonperformance of monetary obligations on a uniform basis (Supreme Court Decision 2009Da85342 Decided December 24, 2009).

Accordingly, if the amount of damages for the nonperformance of the monetary obligation is treated equally by the statutory interest rate, it does not constitute an estimate of damages under the agreement of the parties.

In the event of nonperformance of monetary obligations, in light of the above equity and uniform processing need as well as the fact that it does not constitute an estimate of damages under the agreement between the parties if it is treated equally by the statutory interest rate, as seen earlier, the obligation to compensate for damages for delay at the statutory interest rate as to the obligation to pay the purchase price of shares, so long as the obligation to compensate for damages for delay at the statutory interest rate is recognized, it shall not be said that the limitation of liability or reduction in order to ensure the equitable burden of damages

(e) Performance simultaneously with delay liability;

1) If shareholders exercise their appraisal rights, they have the effect of concluding a sales contract for the pertinent shares as seen earlier, so the company is obligated to pay the purchase price of shares to shareholders, and on the other hand, the shareholders are obligated to transfer the pertinent shares to the company.

However, according to the provisions of Article 336 of the Commercial Act, share certificates must be delivered in the case of a transfer of shares. Thus, shareholders are obligated to deliver share certificates to the company as a result of the transfer of shares as above. Such obligations are derived from the effect of concluding a sales contract for shares as above. Thus, the issuance of share certificates is in a simultaneous performance relationship with the payment of purchase price for shares.

2) As above, even if one party’s obligation has a simultaneous performance relationship, even if the other party’s obligation becomes due, it is not liable for the delay of performance until the other party’s obligation is performed. Such effect does not necessarily result in the claimant’s exercise of the right of defense for simultaneous performance (Supreme Court Decision 2001Da3764 Decided July 10, 201).

However, in the case of bilateral contract, if a party's performance of one party's own obligation is strictly required, it may rather be deemed that the other party acting in good faith will be made a mistake. Thus, the degree of provision of performance to be made by one party should be reasonably determined in a manner that does not violate the principle of trust and good faith depending on the time and specific circumstances (Supreme Court Decision 95Da40397 delivered on December 22, 1995).

However, according to the evidence mentioned above, on August 9, 2001, which was 2 years and 6 months prior to the exercise of the appraisal right by the plaintiffs who are shareholders of △△△, the company destroyed all the previous share certificates and newly issued share certificates using the standardized securities paper. The defendant appointed a national bank as a transfer agent on February 2002 and let the national bank pay for the transfer of title, issuance and management of securities, and stock dividends, etc., the newly issued share certificates are deposited in the national bank. Accordingly, the newly issued share certificates were also deposited in the national bank on March 2004 before the plaintiffs exercised the appraisal right. After the decision of the court on November 17, 2008, the defendant ordered the defendant to receive the share certificates from the national bank and issued them to the defendant by accompanying documents necessary for receiving them from the national bank and the defendant to deliver them to the defendant 208.208.

According to the above facts, the plaintiffs' share certificates were deposited in the National Bank continuously prior to the exercise of the plaintiffs' appraisal rights, and such deposit was due to the fact that the defendant newly issued the plaintiffs' share certificates and appointed a national bank as a transfer agent and had the national bank issue and manage securities on behalf of them. Since the plaintiffs' appraisal rights are basically intended to receive purchase price of shares from the defendant and transfer the shares to the defendant, the plaintiffs are in a state where the defendant can deliver the plaintiffs' share certificates to the defendant through the National Bank directly occupied the plaintiffs' share certificates through the defendant's proxy when receiving the payment of purchase price of shares from the defendant at the time of exercise of the appraisal rights. The defendant also could easily receive the plaintiffs' share certificates through the National Bank.

In addition, according to the provisions of Article 337 of the Commercial Act, the transfer of registered shares is not effective against the company unless the name and address of the acquisitor are entered in the register of shareholders, and the possessor of stock certificates is presumed to be a lawful holder pursuant to Article 336 of the Commercial Act, and thus, he can request the company to transfer the same title. Such transfer is conducted by the company upon the request of the acquisitor, and in case where the shareholder gives rise to the effect of concluding a sale and purchase contract for the relevant stocks by exercising the appraisal right, the company acquires treasury stocks under such contract. Thus, the company's transfer of treasury stocks by exercising the appraisal right is relatively short of the meaning of exercising the right of the acquisitor when compared to the acquisition of treasury stocks by a third party other than the company.

3) In full view of the above circumstances, as seen earlier, at the time when the deadline for meeting the Defendant’s obligation to pay purchase price of shares expires after the lapse of two months from March 16, 2004 and March 25, 2004, it is recognized that the Plaintiffs provided the delivery of share certificates at the time when the deadline for meeting the Defendant’s obligation to pay purchase price of shares expires. Accordingly, the Defendant shall be held liable for delay from the time when the above deadline for meeting expires.

(f)the amount of delay damages;

1) According to the above, the defendant is obligated to pay damages for delay at the annual interest rate of 6%, which is the commercial interest rate of 12,168,00,000 won, from May 17, 2004 to December 22, 2008, when the period for payment of the above plaintiff's claim for purchase of shares was expired for 12,168,000,000 won to △△△△△△△△, which was subject to the above plaintiff's claim for purchase of shares. The defendant is obligated to pay damages for delay at the annual interest rate of 6%, which is the commercial interest rate of 12,168,00,000 won, from March 25, 2004, which was subject to the above plaintiff's claim for purchase of shares, from March 25, 2004 to December 26, 2004.

Therefore, the Defendant is obligated to pay KRW 3,352,367,342 for delay damages to Plaintiff IFC as follows, and the Defendant is obligated to pay KRW 3,44,377,424 for delay damages to Plaintiff IFC.

▷원고 IFC에 대한 지연손해금 : 3,352,367,342원

= 12,168,00,000 x 0.06 】 (4 + 216/365)

▷원고 KML에 대한 지연손해금 : 3,444,377,424원

= 12,168,00,000 x 0.06 】 (4 + 262/365)

However, since the plaintiffs seek a payment of the amount less than the above amount in this case, the defendant is obligated to pay 3,351,186,884 won for delay damages to Plaintiff IFC as claimed by the plaintiffs, and the △△△△ is obligated to pay 3,443,175,106 won for delay damages to Plaintiff 1.

2) In addition, the obligor is again liable for delay from the time when the obligor receives a claim for the payment of damages for delay from the obligee. Thus, the Defendant is liable to pay damages for delay as to each of the above damages for delay plus damages at the rate of 6% per annum, which is the commercial interest rate, from the day following the day on which a copy of the complaint of this case for

3) If so, the defendant shall pay to the plaintiff IFC 3,351,186,84 won for delay delay damages, and for 1,64,180,164 won cited in the judgment of the first instance among △△△△△△△△△△, the defendant shall pay 6% annual interest rate prescribed in the Commercial Act from April 10, 2009, which is the day following the service date of the copy of the complaint, until January 29, 2010, which is deemed reasonable for the defendant to dispute about the existence and scope of the obligation, and for 20% annual interest rate from the next day to the day of the full payment, from the day of the next day to the day of the decision of the first instance, 1,707,06,720 won for delay damages, which are 3,51,84 won, 184 won, 184, 180, 180, 164) to the above 20% annual interest rate of 10.4.0% per annum.

In addition, with respect to the 1,635,179,178 won cited in the judgment of the court of first instance among the △△△△△△△△△, the Defendant shall pay to the Plaintiff KRL for delay damages, 1,635,179,178 won as well as damages for delay calculated at the rate of 20% per annum under the Commercial Act from April 10, 2009 to January 29, 2010, which is deemed reasonable for the Defendant to dispute over the existence and scope of its obligation, and 6% per annum under the Commercial Act from the following day to the date of full payment, and 20% per annum under the Act on Special Cases concerning the Promotion, etc. of Legal Proceedings from the next day to the date of full payment, and 3,807,995,928 won (=3,443,175,106 won -1,635,179,178 won per annum from the date following the judgment of the first instance.

G. Whether unjust enrichment is unjust enrichment

As seen earlier, the Plaintiffs asserted that if the Defendant did not have the obligation to pay damages for delay, the amount equivalent to the damages for delay was unjust enrichment before the payment of the purchase price of shares was made. As seen earlier, as long as the Defendant is liable to pay damages for delay, the Defendant cannot be deemed to have made unjust enrichment of the amount equivalent to the damages for delay. Therefore, the Plaintiffs’ conjunctive

4. Conclusion

Therefore, the plaintiffs' primary claims are justified within the above scope of recognition, and the others' primary claims are dismissed without merit. Since the judgment of the court of first instance is partially unfair in conclusion with respect to the primary claims, the part against the plaintiffs, which is equivalent to the amount additionally accepted in the trial of the court of first instance, shall be revoked, and the payment of the above amount shall be ordered against the defendant, and both the plaintiffs' remaining appeal and the defendant's appeal shall be dismissed as it is without merit. It is so decided as per Disposition.

Judges intentionally (Presiding Judge) Kim Yong-ho

(1) In reference, the Japanese Commercial Code, the U.S. Model Company Act, the U.S. Detetrawa Company Act, etc. require all companies to pay the purchase price of stocks by adding a certain interest to the purchase price of stocks from the time when a certain period has elapsed since the exercise of appraisal rights against the company, or after the completion of the company’s transaction which caused the exercise of appraisal rights. The interest is defined as an occurrence regardless of when the purchase price of stocks was determined by an agreement between the company and the shareholder or by a court, or at the time when the price

2) For reference, Article 245-3(3) and (4) of the Japanese Commercial Code provides that the appraisal right holder may request a determination of the purchase price if the purchase price of shares has not been agreed within 60 days from the date of resolution of the general meeting of shareholders; however, if the court did not negotiate the purchase price, it shall pay the statutory interest after 90 days from the date of resolution of the general meeting of shareholders, the company shall pay the purchase price of shares and the delivery of legal interest and share certificates.