A court has sided with former ADOR CEO Min Hee-jin in the so-called “26 billion won put-option lawsuit” against HYBE.
On the 12th, the Seoul Central District Court’s Civil Division 31 dismissed HYBE’s suit seeking confirmation to terminate the shareholders’ agreement and ruled in favor of Min’s claim for stock-sale payment. The court ordered HYBE to pay Min about 22.5 billion won and to pay two former ADOR directors 1.7 billion won and 1.4 billion won, respectively―totaling 25.6 billion won.
The dispute escalated in April 2024 after HYBE launched an audit, accusing Min of attempting a “management takeover.” HYBE filed a criminal complaint for breach of trust, alleging she contacted external investors to seek ADOR’s independence. Min countered that after she raised concerns that ILLIT had a concept similar to NewJeans, HYBE moved to dismiss her in retaliation, intensifying the conflict.
At the heart of the case was the put option (a right to sell shares) in the shareholders’ agreement between HYBE and Min. In November 2024, Min stepped down as an internal director and notified HYBE―per the contract―that she would sell part of her stake back. HYBE argued the contract had already been terminated due to Min’s breaches, so the put option no longer applied.
The court acknowledged that Min explored scenarios for ADOR’s independence but found the conduct was not a material breach that undermined the essence of the contract.
The court held that the independence plan was only a concept premised on failed negotiations with HYBE and could not be executed without HYBE’s consent. It also found insufficient evidence to conclude she tried to “poach NewJeans” by taking members with her.
The court further ruled that Min’s raising of “ILLIT copying NewJeans” allegations and her claims about HYBE’s alleged album “push-out” practices did not constitute contract breaches. It said the plagiarism accusation was a value judgment or opinion, not the spread of false facts. On the push-out issue, the court noted some indications that HYBE had encouraged such practices and said Min’s whistleblowing helped reinforce fair album distribution practices.
“The termination grounds cited by HYBE are abstract or amount to violations of ancillary duties,” the court stated, adding that the severity did not justify termination given the major disadvantage Min would face in losing her put option.
Photo: Baik Seung-Chul
(SBS Entertainment News | Kang Kyung-youn)