Min Hee-jin "No right to terminate the contract between Hive shareholders, liability for damages" (Full Story)
Aug 29, 2024
|
Sejong, a law firm that serves as CEO Min's legal representative, said on the 29th that `the contract cannot be unilaterally terminated by either party unless the parties agree or the other party violates the contract.'
Subsequently, "Representative Min has not violated the contract between shareholders, and this has also been confirmed through a court injunction decision. Therefore, Hive does not have the right to terminate the contract between shareholders, and the notice of termination of the contract between shareholders has no effect. CEO Min's rights such as put options remain in effect, he said.
Rather, CEO Min has the right to terminate the inter-shareholder contract because Hive attempted to dismiss CEO Min and this time violated the inter-shareholder contract by having the directors dismiss CEO Min. If CEO Min terminates the inter-shareholder contract, Hive is liable for damages for profits that CEO Min could have received through the inter-shareholder contract, including the amount of put options, which he could have received when he served as CEO for five years.
Earlier, Hive-affiliated label Adore dismissed CEO Min through a board of directors and appointed Kim Joo-young, Hive's chief personnel officer, as its CEO.
Min protested that it was a unilateral notification.
However, Hive saw that the decision to dismiss the CEO was possible because it notified him of the termination of the contract between shareholders signed with former CEO Min last year. If the shareholder contract is terminated, Hive's put option, which was promised to former CEO Min, will be invalidated.
The following is the full text of the former representative Min's position.
Hello.
There are many inquiries regarding Hive's announcement that he has terminated the inter-shareholder contract and filed a lawsuit to confirm the termination of the inter-shareholder contract, so we report the position of the lawyer in charge of Sejong Corporation.
The contract cannot be unilaterally terminated by either party unless the parties agree or the other party violates the contract. Only when the other party violates the contract do you have the right to terminate it, and if you express your intention to terminate it to the other party, the contract is terminated. (Civil Act Articles 543, 544) And even if you terminate the contract, you can claim the profits you could have gained from the contract as compensation for damages. (Article 551 of the Civil Code)
In other words, the contract must be kept, and any contract is not terminated just because it is unilaterally declared to be terminated.
CEO Min Hee-jin has not violated the shareholders' contract, which has also been confirmed through the court's decision on provisional injunction.
Therefore, Hive does not have the right to terminate the inter-shareholder contract, and Hive's notice of termination of the inter-shareholder contract has no effect.
Just because Hive filed a lawsuit to confirm the termination of the contract between shareholders while declaring that the inter-shareholder contract was terminated does not mean that the right to terminate the contract was not there, nor does the effect of the termination occur.
In other words, the shareholder contract is still in effect, and CEO Min Hee-jin's rights such as put options remain in effect.
Rather, CEO Min Hee-jin has the right to terminate the inter-shareholder contract because Hive attempted to dismiss CEO Min Hee-jin, and this time, he violated the inter-shareholder contract by having the directors dismiss CEO Min Hee-jin.
If CEO Min Hee-jin terminates the inter-shareholder contract, Hive is liable for damages to the profits that CEO Min Hee-jin could have received through the inter-shareholder contract, including the amount of put options
silk781220@sportschosun.com
