Plaintiff

Plaintiff (Withdrawal)

Succession Intervenor (Law Firm Barun Law, Attorneys Yoon-Gyeong et al., Counsel for the plaintiff-appellant)

Calculation Industry Co., Ltd. (Law Firm Jeong, Attorneys Jin-sung et al., Counsel for the defendant-appellant)

The Intervenor joining the Defendant (Law Firm Multilateral Party, Attorney Park Woo-young, Counsel for defendant-appellant)

further Bank Savings Bank Co., Ltd. (Attorney Kang Ho-ho, Counsel for the defendant-appellant)

June 19, 2013

1. Each claim against the plaintiff, the successor of the plaintiff (ex officio), and the defendant of the independent party intervenor and all the claims against the plaintiff of the independent party intervenor are dismissed.

2. The costs of litigation shall be borne by the plaintiff, the successor of the plaintiff (ex officio), and the independent party intervenor.

The principal lawsuit: The defendant shall pay to the plaintiff (hereinafter referred to as "the plaintiff") 4,79,490,540 won, 488,199,315 won to the plaintiff's successor (hereinafter referred to as "the plaintiff's successor") and 6% per annum from February 22, 2012 to the service date of a duplicate of the complaint of this case, and 20% per annum from the next day to the day of complete payment.

The plaintiff is an independent party participant: 4,800,000,000 won out of the claim for share purchase price claim, which is the subject matter of the lawsuit in this case, shall be confirmed as the claim of the independent party intervenor. The defendant shall pay to the independent party intervenor 4,80,000,000 won, and 6% per annum from February 21, 2012 to the date of delivery of a copy of the complaint in this case, and 20% per annum from the next day to the date of full payment.

1. Summary of the parties' arguments;

A. The plaintiff and the successor to the plaintiff

On January 6, 2012, the Defendant’s Intervenor transferred 7,332 shares of the Defendant Company to the Plaintiff, and 7,333 shares of the Defendant Company to the Plaintiff (ex officio). Under the Articles of the Defendant Company’s articles of incorporation, the Plaintiff and the Plaintiff (ex officio) requested the Defendant Company to approve the transfer of shares on January 17, 2012, but the Defendant Company refused to approve the transfer of shares on February 15, 2012. Accordingly, the Plaintiff and the Plaintiff (ex officio) filed a claim for purchase of shares with the Defendant Company on February 20, 2012 pursuant to Articles 335-7(2) and 335-2(4) of the Commercial Act, so the Defendant Company is obligated to pay the purchase price (612,05 won per share and delay damages) of the Plaintiff’s shares to the Intervenor succeeding to the Plaintiff and the Plaintiff (ex officio) subject to attachment and attachment order on the claim for the purchase price of shares against the Defendant Company.

B. The defendant and the defendant’s assistant intervenor

The defendant asserts that the purchase price should be calculated based on KRW 598,486 per share, on the premise that the purchase price of the plaintiff and the plaintiff (ex officio) is valid.

Since a share transfer contract with the Plaintiff was rescinded on August 30, 2012, the Defendant Intervenor asserts that the Plaintiff’s claim for the purchase price of shares against the Defendant Company should be dismissed, and even if not, the Defendant Company’s obligation to pay the purchase price of shares and the Plaintiff’s obligation to deliver share certificates are in the simultaneous performance relationship, so long as the Plaintiff’s share certificates are not issued, the Defendant Company’s claim for the purchase price of shares

(c) An independent party intervenor;

Since an independent party intervenor received a seizure and order on August 2012 regarding the Plaintiff’s claim for the purchase price of shares against the Defendant Company, it is necessary to confirm that the above claim belongs to an independent party intervenor, and the Defendant is obliged to pay the purchase price of shares and the damages for delay to the independent party intervenor.

2. Determination

Appraisal rights under Article 335-7 of the Commercial Act are recognized only to acquire shares, and issuance of share certificates is required for the acquisition of shares issued.

However, considering the overall purport of entry and pleading in the certificate No. 1 (stock sales contract), the Defendant’s assistant intervenor appears to have not yet delivered to the Plaintiff and the Plaintiff (Withdrawal) the share certificates issued by the Defendant’s assistant intervenor, and thus, it cannot be deemed that the Plaintiff and the Plaintiff (Withdrawal) acquired the shares of the Defendant Company.

Therefore, since the appraisal right exercised by the plaintiff and the plaintiff (ex officio) cannot be effective under Article 335-7 of the Commercial Act, it cannot be deemed that the share sale contract has been concluded between the plaintiff and the plaintiff (ex officio) and the defendant company.

Therefore, the argument of the plaintiff, the plaintiff's successor, and the independent party intervenor based on this premise is without merit.

3. Conclusion

The respective claims against the plaintiff, the succeeding intervenor, and the defendant by the independent party intervenor and the claims against the plaintiff by the independent party intervenor are dismissed in entirety on the grounds that they are without merit.

Judges Lee Jin-young (Presiding Judge)