(영문) 서울중앙지방법원 2017.10.12 2017가합514161

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(영문) 서울중앙지방법원 2017.10.12 2017가합514161

손해배상(기)

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1. The plaintiff's claim is dismissed.

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

Reasons

1. Basic facts

A. The Plaintiff is a stock company established for the purpose of the establishment, investment, and management of a private equity fund and various advisory businesses related thereto. Defendant B is a stock company with 518,574 shares issued by D Co., Ltd. (hereinafter “subject company”); Defendant C holds 240,716 shares issued by the subject company.

B. On October 8, 2016, the Plaintiff drafted a letter of intent for purchase (hereinafter “instant letter of intent”) with the following content as the Defendants: (a) by establishing a private equity fund (PEF) and allowing the Defendants and other shareholders of the subject company to purchase all outstanding shares of the subject company in KRW 18 billion; and (b) drafted a letter of intent for purchase (hereinafter “instant letter of intent”) with the following content.

1. The basic provision (term of validity and legal binding) shall be effective at the same time as the conclusion of the contract and shall be effective for four months (120 days) after the conclusion of the contract.

Provided, That if the purchaser fails to conclude the stock acquisition agreement by organizing the PEF within three months from the date of this letter of intent, the seller may transfer his/her shares to the other transferee.

This letter of intent is legally binding.

[Modern Consultation] Definition of Exclusive Consultation: Unless three months have elapsed from the date this letter of intention entered into with the seal of both parties, the seller shall not sell the shares of the company to a third party other than the buyer.

【Other Terms and Conditions of Purchase】

6.After the result of the legal and accounting audit, the buyer and the seller undertake to sell and purchase shares under the following terms of purchase:

2 Where the PEF scheduled to be constituted by the purchaser is not established

7.In the event that the last underwriting contract is not concluded for reasons other than those specified in paragraph 6 above, the cause provider will pay 5 per cent of the subscription amount to the other party as penalty.

[Ground of recognition] Unsatisfy, Gap evidence 1.

유사 판례

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