Atlas Legal’s Managing Partner Soyoung Park secured a full KRW 860 million (approx. USD 600,000) judgment in a real estate purchase price recovery case. This landmark victory addressed corporate spin-off liability evasion and a critical settlement agreement interpretation dispute, demonstrating exceptional expertise in construction and real estate litigation.
Case Overview
Our client company purchased two parcels of land in Dongtan, Hwaseong City for KRW 3.44 billion, paying KRW 860 million as down payment and interim payment. The seller established a separate entity through a corporate spin-off, transferred the land, and set up a mortgage. When part of the land was sold at foreclosure auction to a third party, the seller’s obligation to transfer ownership became impossible to perform.
Key Issue 1 – Joint Liability of Spin-Off Company
The seller, A Country Club, attempted to avoid liability by establishing Company B through a corporate spin-off and transferring the land. Managing Partner Soyoung Park successfully demonstrated that under Article 530-9(1) of the Korean Commercial Act, the splitting company bears joint and several liability for debts transferred to the newly established entity. The court recognized A Country Club’s joint liability for KRW 457 million of the purchase price attributable to the first parcel of land.
Key Issue 2 – Settlement Agreement Interpretation
The defendants argued that the settlement clause stating payment would be made “after receiving funds from the transferee” constituted a suspensive condition, claiming the performance date had not yet arrived. Managing Partner Park argued that this clause was merely a grace period rather than a condition, and that the dates specified in the agreement — August 30, 2021 and December 30, 2021 — served as firm deadlines. The court accepted this interpretation and rejected the defendants’ defense.
Outcome
The Bucheon Branch of Incheon District Court rendered a full judgment in favor of the plaintiff, ordering the defendants to return the entire KRW 860 million plus statutory late payment interest. This victory resulted from a three-pronged strategy: proving impossibility of performance, establishing spin-off joint liability, and securing a favorable interpretation of the settlement agreement deadline.
Construction & Real Estate Expertise
Atlas Legal’s Managing Partner Soyoung Park is a recognized specialist in construction and real estate disputes, with extensive experience handling complex cases involving corporate restructuring, multi-party liability, and sophisticated contractual interpretation. The firm provides comprehensive legal services that go beyond simple purchase price recovery, offering precise legal analysis and strategic litigation support to protect clients’ interests in high-stakes property disputes.