Plaintiff 1 and 14 others (Law Firm Barun, Attorneys Kang Jon et al., Counsel for the plaintiff-appellant)

Defendant Co., Ltd. (Law Firm Jinpa, Attorneys Im Pump et al., Counsel for the defendant-appellant)

April 21, 2006

Seoul Central District Court Decision 2005Ka105918, 2005Kadan105925 decided Nov. 29, 2005

1. All appeals filed by the plaintiffs and the defendant are dismissed.

2. The costs of appeal shall be borne by each party.

1. Purport of claim

The defendant shall pay to the plaintiffs the amount of money in the attached Table "the amount of money" and each of the above amounts with 5% per annum from May 7, 2005 to November 29, 2005, and 20% per annum from the next day to the day of full payment.

2. Purport of appeal

Of the judgment of the court of first instance, the part against the plaintiffs falling under the order of additional payment shall be revoked. The defendant shall pay to the plaintiffs the amount stated in the "Appeal Amount" column and the amount calculated by the rate of 20% per annum from May 7, 2005 to the date of full payment.

Defendant: The part against Defendant in the judgment of the first instance court is revoked, and each of the plaintiffs' claims corresponding to the revoked part is dismissed.

1. Quotation of judgment of the first instance;

The grounds for the instant judgment by the court concerning the instant case are as stated in the reasoning of the judgment of the first instance, except for the following modifications: “Determination on the claim for return of unjust enrichment of March 1, 200” (Articles 10, 12, and 12, and 3, of the judgment of the first instance) as stated in the reasoning of the judgment of the first instance. As such, it is acceptable in accordance with Article 420 of the Civil Procedure Act.

【Revised Part】

3. Determination on the claim for return of unjust enrichment

A. The plaintiffs' assertion

The plaintiffs claim that (1) banks' subscription price for new shares issued by them is invalid in violation of the principle prohibiting the acquisition of treasury shares under the Commercial Act because they merely lent the plaintiffs' names to acquire new shares issued by them on their own account. (2) In addition, in light of the developments leading to the payment of new shares in this case, the plaintiffs' subscription price for new shares is null and void since it merely merely pretends to make the payment. Therefore, the bank (title omitted) gains profits equivalent to the interim settlement retirement pay invested without any legal ground and suffered losses equivalent to the same amount, and thus, the defendant must return the amount equivalent to the interim settlement retirement pay paid by them as unjust enrichment to the plaintiffs.

B. Determination

(1)The unjust enrichment from breach of the principle of prohibition of treasury stock acquisition.

As examined earlier, the agreement on compensation for losses and the guidelines for the special payment of retirement allowances based on the agreement is that (name omitted) the employees of the bank compensates for the losses acquired by the plaintiffs who are employees of the bank in accordance with the capital increase plan for the normalization of the bank (name omitted), which is in violation of the principle of equality of shareholders and the principle of prohibition of acquiring treasury shares (see Supreme Court Decision 2003Da45687, Nov. 12, 2004). However, the plaintiffs' act of acquiring new shares, who are employees of the bank, is not null and void. In other words, considering the agreement on compensation for losses in this case, the process and purpose of the establishment of the guidelines for special payment of retirement allowances, the intent of the plaintiffs and the bank (name omitted) and the purport of the agreement on the compensation for losses in light of Article 427 of the Commercial Act, etc., the plaintiffs' assertion that the above agreement and the special payment of compensation for losses in this part of the presumption cannot be deemed null and void and void.

B. Do Governor's unjust enrichment on the best payment

According to the above facts, the Plaintiffs’ interim settlement of the retirement allowances for the acquisition of new shares with capital increase issued by the bank cannot be deemed to merely make loans to the Plaintiffs and make payments for the above new shares, and there is no evidence to acknowledge otherwise. Therefore, the Plaintiffs’ assertion on the return of unjust enrichment in this part is without merit without further review.

2. Conclusion

Therefore, the judgment of the first instance court is justifiable, and each appeal by the plaintiffs is dismissed as it is without merit.

[Attachment Table omitted]

Judges Kim Byung-Un (Presiding Judge)