The Seoul Central District Court’s Civil Division 31, presided over by senior judge Nam In-soo, partially ruled in favor of Min in her lawsuit seeking payment under a shareholder agreement. The court ordered HYBE to pay Min roughly 25.5 billion won. It also dismissed a separate lawsuit filed by HYBE seeking confirmation that its shareholder agreement with Min had been lawfully terminated.
The court had reviewed the two cases in parallel, as the validity of the contract termination directly affected Min’s right to exercise the put option.
In its ruling, the court acknowledged that Min had explored ways to make ADOR independent from HYBE. However, it determined that such efforts alone did not constitute a material breach of the shareholder agreement.
After reviewing KakaoTalk messages exchanged between Min and her associates, as well as her performance and responsibilities as CEO, the court concluded that her actions did not significantly hinder ADOR’s growth or cause demonstrable damage to the company.
HYBE’s claim that Min had intended to terminate NewJeans’ exclusive contracts and pursue an initial public offering (IPO) for ADOR independently was also rejected. The court stated that although Min appeared to have discussed independence strategies with external investors, those proposals were premised on HYBE’s consent and could not have taken effect without it.
The ruling further noted that Min continued to carry out her duties as CEO during the dispute, including overseeing album releases in Korea and Japan. Allegations raised by Min including claims that ILLIT had copied NewJeans and their album sales had been artificially inflated, were also found insufficient to justify termination of the contract.
The court emphasized that the financial harm Min would suffer if the contract termination were upheld was “clear and significant,” while finding that HYBE had not demonstrated a breach serious enough to warrant cancellation of the agreement.
Accordingly, the court ordered HYBE to pay Min approximately 25.5 billion won. It also ruled that HYBE must pay a combined 3.1 billion won to Mr. Shin, a former ADOR vice president, and Mr. Kim, a former cheif director, who had jointly notified the company of their intention to exercise the put option.
The dispute stems from Min’s notification in November of 2024 that she would exercise her put option rights. Under the shareholder agreement, the put option payout is calculated by multiplying ADOR’s average operating profit over the previous two fiscal years by 13, and then applying 75 percent of Min’s ownership stake in the company.
Based on ADOR’s earnings during the reference period and Min’s shareholding, the court determined that the amount due to her totals approximately 25.5 billion won. Including the claims filed by her associates, the total payout sought amounted to roughly 28.7 billion won.
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