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(영문) 서울중앙지방법원 2021.01.29 2019가합518884
손해배상 청구의 소
Text

The plaintiff's claim against the defendants is dismissed.

Litigation costs shall be borne by the plaintiff.

Reasons

1. Basic facts

A. On February 7, 2018, the Plaintiff concluded a share purchase contract with Defendant B Co., Ltd. (hereinafter “D”) to purchase KRW 1,00,000 (hereinafter “instant share purchase contract”) for KRW 7.5 billion of the shares that occurred from Defendant B Co., Ltd. (former trade name: F Co., Ltd.; hereinafter “Defendant Company”).

The main contents thereof are as follows:

Article 6.1 (Statement and Guarantee) The statement and Guarantee by Defendant Company and Defendant C shall ensure that as of the date of the conclusion of this Agreement and the date of the termination of transactions (if otherwise specified in Annex 1, as of that date; hereinafter the same shall apply) are true and correct.

(b) The Defendant Company’s liability for damages (1) on July 1, 7.1 (1) the Defendant Company shall compensate the Plaintiff for any loss, claim, liability, cost or other loss, incurred directly or indirectly, to the Plaintiff due to any violation of its statement and guarantee, undertaking, or any other obligation as provided for in this Agreement, and (2) any other expenses (including attorney’s fees) related to the matters referred to in the above (i) such as any lawsuit, demand, allocation, amount of assignment, judgment, cost, etc.

Provided, That the proviso to Article 6.1 shall apply to the statement and violation of guarantee relating to D, and the plaintiff may not claim liability for the part of which the plaintiff was notified or recognized by any means, such as due diligence, during the process of concluding this contract.

(2) The statement and guarantee under this contract of the Defendant Company shall continue to exist effectively until one year after the date of termination of the transaction.

The plaintiff is found to have violated the plaintiff's statement and security under this contract after the completion of the transaction and in any of the following cases, he/she shall be liable for damages in writing, stating the grounds for violation and relevant evidentiary documents, within five business days from the date of occurrence of the relevant cause (Provided, That the plaintiff may claim against the defendant company:

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