General Commercial and Civil Litigation
A Case Involving a KRW 40 Billion Unjust Enrichment Claim in Which, Following a First-Instance Victory of Approximately KRW 14 Billion, Barun Law Successfully Defeated All Set-Off Defenses on Appeal, Secured an Additional KRW 26.3 Billion, and Ultimately Achieved a Near-Complete Victory
1. Overview of the CaseThe plaintiff entered into an agreement (the "Agreement") to acquire from Meritz Securities all of its rights and interests against BK Tops, including convertible bonds and a floating security interest over movables, for a purchase price of KRW 50 billion, and paid approximately KRW 47 billion as the purchase price. However, the floating security interest over movables, which was the core asset being transferred, had already become ineffective due to the expiration of the statutory enforcement period. Meritz Securities entered into the Agreement without disclosing this fact, despite being aware of it. Accordingly, the plaintiff rescinded the Agreement on the grounds of fraudulent inducement by omission and sought restitution of the purchase price already paid. We represented the plaintiff. 2. Key IssuesThe principal issues were: - whether Meritz Securities had a duty to disclose the invalidation of the security interest and whether its omission constituted fraudulent inducement by omission; and - whether the plaintiff's unjust enrichment claim, arising from an intentional tort (fraudulent inducement), precluded Meritz Securities from asserting a set-off defense under Article 496 of the Korean Civil Code (the key issue on appeal). 3. Our Arguments and Role We successfully demonstrated that Meritz Securities had breached its duty to disclose the critical fact that the security interest had become ineffective and that such omission constituted fraudulent inducement. In particular, after the trial court partially accepted the defendant’s set-off defense and limited the recoverable amount to approximately KRW 13.9 billion, we argued on appeal that, because the plaintiff's unjust enrichment claim arose from the intentional tort of fraudulent inducement, set-off against such claim was prohibited under Article 496 of the Korean Civil Code (see, e.g., Supreme Court Decision 2001Da52506, rendered on January 25, 2002). We successfully persuaded the appellate court to adopt this legal theory. 4. Summary of the JudgmentThe trial court recognized the rescission based on fraudulent inducement by omission but partially accepted the defendant’s set-off defense and ordered payment of approximately KRW 14 billion to the plaintiff. The appellate court upheld the rescission ruling and, by analogically applying Article 496 of the Korean Civil Code, rejected the defendant’s set-off defense in its entirety. The court therefore ordered payment of the full amount claimed by the plaintiff (approximately KRW 40.2 billion). As a result, the plaintiff recovered an additional KRW 26.3 billion that had been offset in the first instance, ultimately obtaining a total award of approximately KRW 40 billion. 5. Significance of the JudgmentBy analogically applying Article 496 of the Korean Civil Code to an unjust enrichment claim arising from an intentional tort, the appellate court barred the defendant’s set-off defense and transformed a partial loss at first instance into a virtually complete victory on appeal. The case serves as an important precedent regarding litigation strategies for responding to set-off defenses in large-scale unjust enrichment actions and the application of the legal doctrine of fraudulent inducement by omission. ㅁ Attorneys Involved: Baek Chang-won; Lee Bong-sun; Kim So-yeon
2026. 06. 30
Police Investigation Response
Representation of a Listed Company Owner Subjected to Search and Seizure and a Long-Term Investigation by the Seoul Metropolitan Police Agency's Financial Crimes Investigation Unit for Alleged Breach of Trust under the Aggravated Punishment Act, Resulting in Referral Without Detention
1. Overview of the Casea. Party Represented by Barun LawThe owner of a listed company who was subjected to a search and seizure by the Financial Crimes Investigation Unit of the police. b. Background of the CaseIn June 2021, the client gifted shares of the listed company to his children. Because the children lacked sufficient funds to pay the gift tax, an affiliated company purchased a portion of the children's shares in an over-the-counter transaction at a 20% premium over the market price. c. Details of the CaseThe Financial Crimes Investigation Unit of the Seoul Metropolitan Police Agency conducted a search and seizure on the grounds that: the client had obtained favorable non-public performance information concerning the listed company in advance and formulated a gift-tax payment plan; in June 2021, the client gifted shares in the listed company to his children; and in September 2021, the day after the relevant disclosure, caused an affiliated company to purchase 3,000,000 shares held by his children through an over-the-counter transaction at a price 20% above the closing market price, thereby breaching his fiduciary duties and conferring a pecuniary benefit of KRW 2.46 billion on his children while inflicting corresponding losses on the affiliated company. On this basis, the police alleged a violation of the Act on the Aggravated Punishment, etc. of Specific Economic Crimes (breach of trust). In addition, during the investigation, the police initiated a separate investigation into a KRW 4.5 billion loan made by the affiliated company to the client's children, suspecting that it also constituted occupational breach of trust. 2. Our Arguments and RoleWe meticulously argued that the client, in his capacity as CEO of the affiliated company, had not breached any fiduciary duty.
Specifically, we established that:(a) the client had initially intended to purchase the shares at market price, but the responsible executive, after obtaining advice from an accounting firm, recommended the transaction, which was subsequently approved by the board in compliance with applicable regulations and resulted in the 20% premium purchase;(b) objective evidence, including board meeting minutes, demonstrated that the affiliated company had continuously acquired shares in the listed company to strengthen managerial control;(c) the shares were purchased at a price determined in accordance with applicable laws, namely market price plus the legally prescribed 20% premium;(d) an exchange-traded transaction involving 3,000,000 shares would likely have caused significant market disruption and harmed investors through sharp price fluctuations, and therefore, pursuant to established market practice and board approval, an over-the-counter transaction structure was adopted;(e) the affiliated company did not incur losses from the transaction but instead realized substantial profits; and(f) it was chronologically impossible for the client to have used favorable undisclosed information, and in any event, the information concerning the dramatic increase in the listed company's 2021 net profit (a 700% year-on-year increase) had already been disclosed to the market through the quarterly report of May 2021.We also demonstrated, through various legal arguments and evidentiary submissions, that the additional KRW 4.5 billion breach-of-trust allegation investigated by the police was unrelated to the offenses described in the search warrant and that the affiliated company had suffered no loss and had in fact realized profits.3. Significance of the DecisionAs a result of our advocacy, the police dismissed the allegations relating to insider trading and unlawful use of undisclosed information under the Capital Markets Act for lack of evidence, and referred only the occupational breach of trust allegation to the prosecution without detention.In cases involving major individuals who have been subjected to search and seizure by the Seoul Metropolitan Police Agency's Financial Crimes Investigation Unit and publicly reported in the media, the police almost invariably seek arrest warrants. However, due to our vigorous defense, the police decided not to seek an arrest warrant in this case.We intend to continue actively representing the client before the prosecution with the aim of obtaining a non-indictment dispositionㅁ Attorneys Involved: Cho Jae-bin; Sung Su-in; Lee Yun-sang; Jang Hyun-joon
2026. 06. 30
General Commercial and Civil Litigation
A Case in Which a Supreme Court Reversal and Remand Was Secured by Establishing That Active Litigation Conduct Interrupted the Statute of Limitations in a Claim for Outstanding Sale Proceeds
1. Overview of the Casea. Party Represented by Barun LawThe plaintiff. b. Background of the CaseThe plaintiff entered into an agreement to sell commercial units to the defendant and received the down payment and interim payments. Subsequently, the defendant filed a lawsuit seeking the return of the down payment and interim payments (the "Prior Action"), alleging that the sale agreement had been validly rescinded. The plaintiff actively defended against the Prior Action, maintaining that no grounds for rescission existed, and ultimately prevailed. Thereafter, the plaintiff brought a separate action against the defendant seeking payment of the outstanding balance under the sale agreement. c. Litigation IssuesThe defendant asserted that the claim for the outstanding balance had become time-barred by the statute of limitations. In response, the plaintiff argued that its active litigation conduct in the Prior Action constituted an "acknowledgment" under Article 168(3) of the Korean Civil Code, thereby interrupting the statute of limitations. The appellate court (the lower court), without exercising its duty to clarify the plaintiff's position, dismissed the plaintiff's claim on the ground that the plaintiff's litigation conduct in the Prior Action did not constitute an "acknowledgment" within the meaning of Article 168(3) of the Korean Civil Code. 2. JudgmentWe succeeded in obtaining a Supreme Court judgment reversing and remanding the lower court's decision. 3. Grounds for the JudgmentThe Supreme Court held that the plaintiff's active litigation conduct in the Prior Action constituted a "claim" under Article 168(1) of the Korean Civil Code, which is a ground for interruption of the statute of limitations. The Court further reasoned that the plaintiff's assertion that "the statute of limitations had been interrupted because the defendant lost the Prior Action" could reasonably be understood as encompassing the foregoing argument. Therefore, the lower court erred in rejecting the plaintiff's statute-of-limitations interruption argument without first exercising its duty of clarification. The Supreme Court concluded that the lower court had misunderstood the legal principles governing interruption of the statute of limitations and the court's duty of clarification, had failed to conduct the necessary examination, and had thereby committed an error affecting the judgment.
4. Our Arguments and RoleWe logically structured the argument that the plaintiff's successful defense of the validity and enforceability of the sale agreement in the defendant's rescission action had the effect of interrupting the statute of limitations applicable to the claim for the outstanding sale proceeds.We further persuasively argued that the reference to "acknowledgment" was merely a mistake by the party and that, considering the overall context, it was evident that the plaintiff intended to argue interruption of the statute of limitations based on its active litigation conduct. Accordingly, the lower court's failure to exercise its duty of clarification constituted both an inadequate examination of the issues and a violation of its duty of clarification.5. Significance of the JudgmentThis decision is significant because it confirms that, even where a party cites an incorrect statutory provision concerning interruption of the statute of limitations, the court may still recognize the argument as legally valid by considering the substance and overall context of the party's assertions. The decision further confirms that courts are required to exercise their duty of clarification and fully examine such arguments. Moreover, where a developer actively defends against a purchaser's action seeking rescission of a sale agreement, successfully preserves the validity of the agreement, and ultimately prevails, the decision establishes that the statute of limitations applicable to the claim for the sale price may be preserved solely through such litigation conduct, even without immediately filing a separate and independent action seeking payment of the sale price. Accordingly, the judgment provides important guidance in real estate and property development practice concerning the preservation of creditors' claims against the expiration of the statute of limitations.ㅁ Attorney Involved: Son Sam-rak
2026. 06. 30
Corporate Finance
Advising on a Public-Supported Private Rental Housing Development Project in Janghang-dong, Ilsan Utilizing a Real Estate Investment Trust (REIT)
1. Overview of the CaseMoritz, Keryong Construction Industrial, KB Real Estate Trust, and Korea Land & Housing Corporation, among others, established a management-type real estate investment company (REIT) under the Real Estate Investment Company Act to carry out a public-supported private rental housing development project in the Janghang-dong housing development district in Ilsan (the "Project"). The project costs were financed through capital contributions from the investors, private loans, and subordinated loans provided by the National Housing and Urban Fund. In order to secure lower financing costs, a portion of the private loan financing was securitized pursuant to the Asset-Backed Securitization Act. 2. Our RoleOver approximately one year of advising on the Project, we (i) drafted, reviewed, and revised the REIT's articles of incorporation; (ii) drafted, reviewed, and revised all major project-related agreements and documents, including the project agreement, loan agreements, inter-creditor agreement, shareholders' agreement, and construction contract; (iii) drafted, reviewed, and revised securitization-related agreements, including the asset transfer agreement; and (iv) provided comprehensive legal advice to facilitate the smooth implementation and completion of the Project. 3. Significance of the MatterThis Project involved an unusually complex structure in which the Korea Housing & Urban Guarantee Corporation invested indirectly through Moritz, rather than making a direct investment. The transaction structure further incorporated asset securitization and subordinated financing. In addition, because numerous parties were involved, unexpected and time-sensitive legal issues frequently arose during the course of the transaction. Despite these challenges, we provided timely and comprehensive legal advice, successfully assisting the parties in bringing the transaction to a successful closing. ㅁ Attorneys Involved: Jeong Kyung-ho; Kim June-young; Kwon Dong-gi
2026. 06. 30
General Commercial and Civil Litigation
A Case in Which the Enforcement Clause Issued Pursuant to an Indirect Compulsion Order Concerning an Omission Obligation Was Revoked, and All Counterclaims Seeking the Issuance of an Enforcement Clause and Damages (KRW 770 Million Each) Were Dismissed
1. Overview of the Case and Key IssuesThe plaintiff (counterclaim defendant; hereinafter, the "Plaintiff") was the residents' representative council of a large apartment complex in Yongin City, while the defendant (counterclaim plaintiff; hereinafter, the "Defendant") was the residents' representative council of the neighboring apartment complex. Residents of both complexes had long shared the community facilities located in the Plaintiff's complex, including the swimming pool and fitness center. After obtaining a favorable judgment in a lawsuit seeking to prohibit interference with the use of the facilities, the Defendant subsequently obtained an indirect compulsion order (the "Indirect Compulsion Order") requiring the Plaintiff to pay KRW 2 million for each day of non-compliance. Based on this order, the Defendant was issued an enforcement clause (the "Enforcement Clause"). In response, the Plaintiff filed an objection action (the principal action) challenging the issuance of the Enforcement Clause. The Defendant, in turn, filed a counterclaim seeking the issuance of the Enforcement Clause and, alternatively, damages for breach of obligation in the amount of KRW 770 million, respectively. The central issue in the case was whether the requirements for issuing the Enforcement Clause based on an obligation not to act (an omission obligation) had been satisfied. 2. Our Arguments and Role Representing the Plaintiff, we began by emphasizing that the underlying enforceable title merely imposed an omission obligation, namely, an obligation not to interfere with the use of the facilities. We argued that, in the case of an omission obligation, a violation of the obligation itself constitutes the condition precedent for the issuance of an enforcement clause. Accordingly, the creditor bears the burden of proving the fulfillment of such condition, and the enforcement clause must specify the scope of enforcement pursuant to an order of the presiding judge (see, e.g., Supreme Court Decision 2011Da92916, rendered on April 13, 2012). However, in this case, the Enforcement Clause had been issued unconditionally by a court clerk without following the required procedures and without any judicial determination regarding satisfaction of the relevant conditions. We therefore contended that the Enforcement Clause was procedurally defective and unlawful. We further refuted the Defendant's attempt to expand the omission obligation into affirmative obligations, such as an obligation to amend the management bylaws or an obligation to impose identical usage fees, by relying on the legal principles requiring clarity and foreseeability in the terms of an indirect compulsion order. In addition, we demonstrated that there had been no interference with the Defendant's use of the facilities, pointing out that residents of the Defendant's complex had been recognized as eligible users and had been permitted to use the facilities upon payment of a temporary usage fee of KRW 6,000 per visit. 3. Summary and Significance of the Judgment The court accepted our arguments and held that the Enforcement Clause had been unlawfully issued because it was granted without a judicial determination that the requisite conditions had been satisfied, without an order from the presiding judge, and without specifying the scope of enforcement. Accordingly, the court revoked the Enforcement Clause and prohibited compulsory enforcement (granting the Plaintiff's principal claim). The court also dismissed all of the Defendant's counterclaims, finding that it was difficult to conclude either that the Plaintiff had interfered with the Defendant's use of the facilities or that the Plaintiff was subject to any affirmative obligation to impose identical usage fees. This case demonstrates that, where a party attempts to enforce a substantial monetary sanction by expansively construing an enforceable title imposing an omission obligation as if it imposed affirmative obligations, such attempts may be defeated by invoking the legal requirements governing the issuance of enforcement clauses and the principles requiring clarity in indirect compulsion orders. The case is particularly significant because we achieved a complete victory by prevailing in the principal action and securing dismissal of all counterclaims. ㅁ Attorneys Involved: Baek Chang-won; Lee Jae-eun
2026. 06. 30
General Commercial and Civil Litigation
[General Commercial & Civil Litigation] Case in Which a Favorable Outcome Was Achieved by Overturning the Trial Court Judgment Through Detailed Analysis of Piping & Instrumentation Diagrams (P&ID) in a Technically Complex Plant Facility Dispute
1. Case Overviewa. Parties Represented by Barun Law: Defendants (clients) – the former CEO of the plaintiff company and its affiliated companyb. Background of the Case: The plaintiff sought damages, alleging that the defendants had deceived the plaintiff into purchasing a used methanol purification facility with no actual value by misrepresenting it as a normal operating facility, thereby fraudulently obtaining payment. The court of first instance determined, based on the facility's appearance and the plaintiff's arguments, that the facility was merely "scrap metal," and held the defendants liable for substantial damages.c. Nature of the Litigation: Claim for damages based on tort.2. JudgmentThe appellate court reversed the first-instance judgment and dismissed a substantial portion of the plaintiff's claims, thereby rendering a judgment favorable to the defendants.3. Basis for the JudgmentBased on the technical evidence submitted by the defendants, the appellate court found that "there is sufficient room to conclude that the entire methanol purification facility delivered had value equivalent to the amount stated in the tax invoices." Accordingly, the court rejected the plaintiff's allegation that the defendants had fabricated worthless equipment in order to fraudulently obtain payment. It was particularly significant that the dismantling and installation process of the facility was specifically verified through drawings and testimony from personnel involved in the work.4. Our Arguments and RoleTo uncover the true nature of the technically complex process equipment, we carried out the following "strategic technical advocacy":- Detailed Analysis of Piping & Instrumentation Diagrams (P&ID): By conducting an exhaustive analysis of highly specialized engineering drawings, we demonstrated that the design components shown in the drawings had in fact been organically installed at the actual site.- Substantive Mapping Based on Equipment Tags (Tag Nos.): In response to the vague allegation that the equipment was merely used machinery, we matched the unique identification numbers in the drawings, such as those for methanol towers and heat exchangers, with the actual delivered equipment on a one-to-one basis, thereby clearly identifying the existence and function of each piece of equipment.- Enhancing the Court's Technical Understanding: By meticulously correlating the symbols and supporting materials in the P&ID drawings, we demonstrated that the equipment misunderstood in the first-instance proceedings as "equipment of unknown origin" was in fact a valid asset systematically arranged according to precise engineering design.5. Significance of the JudgmentIn disputes involving highly technical industrial facilities, establishing the factual circumstances itself often becomes a formidable challenge. This case is a representative example in which the attorneys directly exercised persistent technical expertise by cross-checking P&ID drawings against equipment tag numbers, thereby legally reconstructing the substantive value of facilities that had been dismissed as mere "scrap metal" in the first-instance proceedings. The case demonstrates that advocacy going beyond legal arguments and penetrating deeply into the technical substance can become the decisive basis for reversal in a civil appeal.Attorneys Involved: Noh Man-kyeong; Kim Jin-suk; Kim Hyeon-seong
2026. 06. 01