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(영문) 서울중앙지방법원 2015.11.19 2015가합529565
계약금반환청구
Text

1. The plaintiff's claim is dismissed.

2. The costs of lawsuit shall be borne by the Plaintiff.

Reasons

1. Basic facts

A. On April 19, 2013, the Plaintiff entered into a share purchase contract with the Defendant to purchase 782,554 shares of B Co., Ltd. (hereinafter “Nonindicted Company”) owned by the Defendant (hereinafter “Nonindicted Company”) for KRW 4.4 billion (only KRW 97.82% of the total number of shares issued by the Nonindicted Company) (hereinafter “instant contract”).

The Plaintiff paid the Defendant the down payment of KRW 440 million on the date of conclusion of the instant contract.

The main contents of the instant contract are as follows.

Article 7. The seller and the buyer undertake to undertake the other party as follows:

7.1Additional Guarantee. Pursuant to the provisions of this Agreement, each Party shall make all reasonable efforts to (i) to take, undertake, take, or implement any measure or arrangement necessary to complete, complete, or effectively carry out any of the transactions scheduled under this Agreement, and (ii) to prepare all documents and instruments necessary to carry out any of the transactions scheduled under this Agreement and to cooperate in good faith for that purpose.

The seller and the buyer shall (a) implement the matters listed in Annex 5.1(d) and the matters listed in Annex 6.3 with respect to each of the instant transactions scheduled to be covered by this Agreement, and shall make every effort to carry out any necessary registration, registration and submission of documents, including the submission of data required by governmental agencies, and (b) meet all of the requirements of this Agreement.

In particular, the buyer must submit to the Financial Services Commission an application for the approval of the change of the major shareholders under Article 23(1) of the Financial Investment Services and Capital Markets Act within seven days from the date of the conclusion of this contract.

Article 8: Conditions 8.1 Precedent of the Seller's duty to terminate a transaction. The seller's origin is a prior condition.

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