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Counseling

Chattel Security Interest Advisory – Livestock Collateral for Feed Supply

Atlas Legal successfully completed legal advisory for an agricultural corporation on establishing chattel security interests over livestock and preparing notarized deeds to secure feed supply receivables.

Project Overview

A Songdo-based agricultural corporation sought legal advisory on securing receivables from long-term cattle feed supply contracts with livestock farmers. As the farmers’ only assets were cattle raised in their barns, the key issues were whether livestock could serve as collateral and how to structure an enforceable security arrangement.

Floating Lien Structure Design

Based on Korean Supreme Court precedent (Case No. 2004Da22858), we confirmed that livestock qualifies as eligible collateral under floating lien arrangements. We designed a security structure treating cattle that fluctuate due to breeding, sales, and deaths as a single collective asset. The collateral was specified by identifying the barn location and type of livestock.

Constructive Possession Arrangement

We structured the security interest through constructive possession (possessory constitutum) allowing the debtor-farmer to continue raising cattle while the creditor holds the security interest. Under Supreme Court precedent (Case No. 99Da65066), the security interest remains valid even if possession is subsequently lost, ensuring stable protection for the creditor’s rights.

Notarized Deed for Direct Enforcement

We advised on preparing a notarized deed for the chattel security agreement enabling immediate enforcement without litigation upon default. This allows the creditor to choose among private sale, creditor acquisition with settlement, or compulsory auction depending on circumstances.

Priority Over Other Creditors

Security interest holders maintain priority over sale proceeds even when other creditors attach the collateral (Supreme Court Case No. 98Da47283). Additionally, unlike registered chattel mortgages, security interests incur no registration costs and always take priority over wage claims, making this the optimal security solution for our client.

Legal Expertise

Atlas Legal has extensive experience in corporate advisory and commercial disputes. We provide practical solutions grounded in Supreme Court precedents for complex collateral arrangements including chattel security interests, notarized enforcement documents, and security interest execution.

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January 29, 2026

Counseling

Exclusive Distributor Agreement Advisory – Key Clauses & Checklist

Atlas Legal provided advisory services for drafting an exclusive distributor agreement for a company preparing to enter overseas markets. Here is a comprehensive summary of key clauses and practical checklist.

Advisory Overview

The advisory covered all essential matters that manufacturing companies must review when entering into exclusive distributor agreements with local distributors in European, Southeast Asian, and other overseas markets. Based on Atlas Legal’s experience in drafting contracts for a medical device manufacturer’s European expansion, the advisory incorporated field-tested clauses in detail.

Exclusivity Design and Consideration Structure

Exclusive sales rights clauses must clearly define the contract products, territory scope, and specific content of exclusivity. The Exclusivity Fee should be structured for quarterly payment, while the Minimum Purchase Amount serves as grounds for exclusivity revocation if the distributor fails to achieve 80% of the target.

Manufacturer and Distributor Obligations

Manufacturers bear obligations for technical support, marketing materials provision, and stable supply. Distributors must implement annual marketing plans, attend at least one trade show monthly, refrain from handling competing products, and comply with brand guidelines. Balanced allocation of these obligations is essential for successful partnerships.

Warranty and Trademark Rights

Warranty clauses should specifically address warranty period, coverage, exclusions, and claim procedures. Trademark usage clauses must include non-exclusive license grant, prior approval requirements, prohibition on trademark registration, and obligation to cease use upon contract termination.

Termination and Dispute Resolution

Termination grounds should specifically enumerate payment default, material breach, and bankruptcy. Inventory disposition upon termination typically includes EXW price buyback options. Arbitration is recommended for dispute resolution considering ease of enforcement under the New York Convention.

Legal Expertise

Atlas Legal possesses extensive experience in drafting international contracts including overseas distribution agreements, joint venture agreements, and technology transfer agreements across medical devices, manufacturing, and IT sectors. The firm specializes in designing contracts that preemptively prevent legal risks in international transactions and protect client interests.

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January 1, 2026

winning case

Winning the Case of Contract Party Determination

Atlas Legal successfully established our client’s right to claim service fees in a contract party determination dispute, where the parties had conducted oral transactions for 10 years without a written contract.

Case Overview

Our client, a specialized testing laboratory for pump performance certificates, had been conducting business with a pump installation company since 2015 through oral agreements only. The dispute arose when the counterparty refused payment, claiming “I am not the contracting party—bill the waterworks authority instead.”

Key Issue – Contract Party Determination

The defendant raised six defenses including the absence of a written contract, lack of price agreement, and the argument that the waterworks authority was the true contracting party. Atlas Legal argued, based on Supreme Court precedents (2022Da245129, 2016Da238212), that contract party determination should be based on the substance of transactions rather than formal documentation.

Evidence Collection and Legal Strategy

We submitted tax invoice records from 2015 to 2024, email correspondence, and project specifications as evidence. The specifications clearly stating that pump installation companies bear the obligation to submit test certificates proved to be decisive evidence in establishing contractual responsibility.

Result – Payment Claim Recognized

The court recognized the defendant as the contracting party based on the 10-year transaction history, tax invoice records, and contractual obligations specified in the project documents. The per-unit price established since April 2017 was recognized as an implied agreement, and our client’s payment claim was fully accepted.

Atlas Legal’s Expertise

Atlas Legal is a specialized law firm in corporate disputes, advisory services, and white-collar crime, with extensive experience in contract party determination cases. Even in transactions without written contracts, we protect our clients’ rights by proving transaction substance and industry practices.

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December 31, 2025

winning case

Real Estate Fraud Acquittal – KRW 400M Dismissed

Atlas Legal secured a partial acquittal in a real estate fraud case, with KRW 400 million (approximately USD 280,000) in charges dismissed. The Incheon District Court ruled in December 2025 that the prosecution failed to prove the alleged deception beyond reasonable doubt.

Case Overview

The defendant was charged with defrauding the victim of KRW 400 million under the pretense of needing funds for a shopping complex deposit and related expenses. The prosecution alleged fraud totaling KRW 300 million on May 31, 2021, and KRW 100 million on June 1, 2021.

Key Evidence: Deleted Text in Promissory Note

Atlas Legal identified that the typed phrase specifying the loan purpose had been crossed out with a pen, with a stamp placed over the deletion. This evidence demonstrated that the funds were provided without specifying a particular purpose at the time of the loan.

Defense Strategy: Absence of Deceptive Act

The defense argued that the prosecution’s evidence failed to prove beyond reasonable doubt that the defendant made false statements about using the funds for a specific purpose. The existing trust relationship between the parties suggested funds may have been provided without restricting their use.

Court’s Not Guilty Verdict

The Incheon District Court applied the “in dubio pro reo” principle (when in doubt, rule in favor of the defendant), finding that the prosecution failed to prove the alleged deception beyond reasonable doubt. The court rendered a not guilty verdict pursuant to Article 325 of the Criminal Procedure Act.

Legal Expertise

Atlas Legal provides specialized legal services in corporate crime defense, including fraud, embezzlement, and breach of fiduciary duty cases in Songdo, Incheon. The firm’s meticulous evidence analysis in complex real estate fraud cases delivers optimal outcomes for clients.

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December 31, 2025

winning case

Former Lawmakers Acquitted – Illegally Obtained Evidence Excluded

Atlas Legal secured full acquittal for former National Assembly members on appeal by successfully establishing that electronic evidence was illegally obtained from voluntarily submitted mobile phones.

Case Overview

A third party voluntarily submitted three mobile phones to investigators in connection with a separate case. Prosecutors extracted electronic data unrelated to the original investigation and used it to indict former lawmakers, who were convicted at trial.

Key Issue: Unlawful Seizure Beyond Submission Scope

Atlas Legal focused on the fact that the submitter intended to provide only case-specific electronic information, yet investigators seized unrelated data beyond that scope. Under Supreme Court precedent, storage devices and electronic data are distinct, and the submitter’s intent must be strictly construed.

Defense Strategy: Proving Procedural Violations

The prosecution’s seizure of all electronic data without confirming the submitter’s intent violated constitutional warrant requirements, due process principles, and proportionality. We also argued violation of Criminal Procedure Act Article 198(4), prohibiting misuse of evidence from unrelated cases.

Appeal Result: Full Acquittal

The appellate court fully accepted Atlas Legal’s arguments. The court ruled that electronic data extracted from the phones constituted illegally obtained evidence without evidentiary capacity, and derivative evidence was likewise excluded, resulting in acquittal of all defendants.

Atlas Legal’s Criminal Defense Expertise

Atlas Legal has extensive experience in complex criminal matters including digital forensics, electronic data seizure, and exclusion of illegally obtained evidence. We provide specialized legal services for corporate crimes and criminal defense cases.

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December 29, 2025

Counseling

Share Transfer Agreement – Seller Protection Clauses

Atlas Legal completed a KRW 00 million share transfer agreement, designing seven key clauses to protect the seller in a deferred payment structure where shares transfer before full payment.

Project Overview

The client needed to transfer 00 shares worth KRW 00 million while receiving only 60% upfront due to the buyer’s funding constraints. Comprehensive seller protection mechanisms were required to secure the remaining 40% balance payment.

Earnest Money Exclusion and Penalty Clause

The agreement excludes Article 565 of the Korean Civil Act (earnest money provisions) from the initial 60% payment, preventing the buyer from unilaterally terminating the contract. Upon termination, the initial payment is forfeited as a penalty to the seller.

Joint Surety and Late Payment Interest

The controlling shareholder of the buyer entity was designated as joint surety with specified maximum liability and a three-year guarantee period. A daily late payment interest rate of 0.3% was included to incentivize timely balance payment.

Termination and Share Reversion Procedure

The seller’s termination right upon non-payment was secured, with the buyer obligated to notify the company of share register reversion. Authority to execute notification and share register amendments was delegated to the seller in case of buyer non-cooperation.

Company Value Preservation Obligations

The agreement specifies damages liability for company value deterioration caused by asset disposal, technology leakage, or business relationship changes during the buyer’s ownership. This protects the seller’s substantive interests even after contract termination.

Atlas Legal’s Expertise

Atlas Legal provides comprehensive advisory services across corporate transactions including share transfer agreements, shareholders agreements, and M&A contracts. We design customized agreements reflecting each transaction’s unique structure to systematically protect client interests.

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