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1. The plaintiff's appeal and the plaintiff's primary claim expanded in the trial are dismissed, respectively.
2.In addition, a new trial shall be added.
Reasons
1. Basic facts
A. On April 25, 2011, C, as the Plaintiff’s internal director, drafted a sales contract stating that each of the lands listed in the separate sheet (hereinafter “instant land”) shall be purchased at KRW 2,792,80,000 between D and D, on behalf of the Plaintiff, and drafted a new sales contract that increases the purchase price to KRW 3,049,80,000 between D and D around June 15, 201.
Around July 27, 2011, C entered into a sales contract with D and E, who requested D and the Defendant’s general secretary, to change documents, such as the Defendant’s director’s minutes, and received from D and the Defendant’s director F, G, and H’s seal (hereinafter “the first director’s minutes”). On July 27, 201, the Plaintiff, as the Plaintiff’s internal director, signed a sales contract to purchase the instant real estate from the Defendant on behalf of D and D, for KRW 3,049,80,000 (hereinafter “instant sales contract”).
B. C discovered that some of the directors of the Defendant’s board of directors were omitted in the initial director’s minutes, and demanded E to re-issue the director’s minutes.
E, on August 2, 2011, on which the seal of D and the Defendant’s directors affixed, issued C a director’s meeting minutes (No. 17, hereinafter “the second director’s meeting minutes”).
C. On December 22, 2011, the Plaintiff received the registration of transfer of ownership under one’s name from five persons, such as M, etc., the Defendant’s name, with respect to shares 2,100/40,320 among the instant real estate (M, etc.) from five persons, such as M, etc., the Defendant’s name, on November 9, 201.
On February 29, 2012, the Defendant: (a) held a board of directors on February 29, 2012; (b) made a resolution to sell shares (N andO shares) in the instant real estate to the Plaintiff; (c) received KRW 269,50,000 from the Plaintiff on March 6, 2012; and (d) purchased and sold shares in the instant real estate on March 5, 2012 as to KRW 3,360/40,320 among the instant real estate.