Images of the entire court decision were posted here, and I made a full translation of the court's entire decision using Google translate and Chat GPT. I'm skipping over the first page and part of the second because it's just identifying the lawyers and documentation stuff, so my translation starts on the 2nd page of the document in the link. Also, the names for the parties are kind of strange (like HYBE is called AB and MHJ is called AD), so I'll be editing the names to be correct and some grammar stuff. I am trying to format it in a way that is not insanely hard to read because the format it was in on the document was really confusing lol.
All appeals in this case are dismissed. The costs of appeal shall be borne by NewJeans.
Reason for Decision
1. Citing the decision of the first trial
NewJeans' grounds for appeal are not much different from the arguments in the first trial. Even if we examine the materials submitted so far and the arguments of both parties in accordance with the relevant legal theory, the decision of the first trial that approved the provisional disposition in this case can be accepted as legitimate, and it cannot be said that there was any illegality or error that affected the trial result.
2. Additional judgments of this court
A. Summary of NewJeans’ Arguments
1) HYBE, the parent company of NewJeans and ADOR, is different from other idol groups belonging to other affiliated companies under HYBE.
NewJeans were treated unfairly. NewJeans repeatedly requested ADOR to take appropriate measures for the unfair treatment suffered by NewJeans, but the ADOR did not respond. In particular, although Min Heejin is the person in charge of leading and overseeing the management and is a key premise of the exclusive contract in this case, HYBE conducted an unfair audit of Min Heejin, and ADOR dismissed Min Heejin as the CEO. As a result, the trust relationship between the NewJeans and ADOR, which is the basis of the exclusive contract in this case, was irreparably destroyed. Nevertheless, forcing NewJeans, who are celebrities, to engage in exclusive activities against their free will results in excessively infringing on the personality of the celebrities, and therefore, in accordance with the legal theory <footnote 3> of the Supreme Court Decision 2017Da258237 dated September 10, 2019 (hereinafter referred to as the “Supreme Court Decision”), the exclusive contract in this case was legally terminated by the expression of intent by NewJeans. Therefore, the right to be preserved in the application in this case does not exist.
2) Even if the application in this case is rejected and NewJeans are able to engage in independent entertainment activities, the damage suffered by ADOR is only a financial loss of not being able to receive the profits from NewJeans’ entertainment activities. On the other hand, if the application in this case is accepted, NewJeans will suffer irreparable damage due to the long-term hiatus. Furthermore, if the application in this case is accepted, NewJeans will not be able to engage in independent entertainment activities without going through ADOR, which will seriously infringe upon their freedom to practice their profession or freedom to create art. Therefore, even before the trial of the lawsuit for confirmation of validity of the exclusive contract, which is the main subject of this case, is concluded, the necessity of preserving NewJeans’ independent entertainment activities through the application in this case cannot be recognized.
B. Judgment on ‘Breakdown of Trust Relationship’, etc.
1) Regarding the premise or basic circumstances of the exclusive contract for this case
a) An 'exclusive management contract' is a contract whose main content is that the agency or manager provides services related to the handling of the entertainer's entertainment affairs, and the entertainer assumes the obligation to engage in entertainment activities only through the agency or manager and not engage in entertainment activities directly or through a third party. Its legal nature must be determined by specifically examining various circumstances such as the purpose of the contract, the content and nature of the obligations assumed by the parties, the parties' status, recognition, differences in bargaining power, and the method of payment of compensation or distribution of profits (see the Supreme Court ruling above). Therefore, in order to properly understand the legal nature of the exclusive contract in this case that regulates the rights and obligations between creditors and debtors, it is necessary to specifically examine the basic circumstances that serve as its premise, especially the status and roles of HYBE and Min Heejin that NewJeans are taking issue with.
A) According to the records, the following series of premises or basic circumstances can be known in relation to the exclusive contract for this case.
① Originally, NewJeans were affiliated with Source Music as trainees under the name of 'Team N', and Source Music signed a trainee contract with Kim Minji on November 23, 2018, Hanni Pham on November 23, 2019, Kang Haerin on February 3, 2020, Danielle Marsh on July 16, 2020, and Lee Hyein on January 19, 2021. In particular, Kim Minji had already been selected before Min Heejin joined HYBE, and there is no objective data that Min Heejin was directly involved in the process of selecting the remaining members as Source Music's 'Team N'.
② After that, on November 2, 2021, the 'Team N' division of Source Music was divided, and ADOR (capital of 100 million won) was established, and on the same day, Min Heejin took office as the representative director of ADOR. In the process, HYBE acquired 100% of the ADOR's stake from Source Music for 5 billion won.
③ On November 11, 2021, HYBE, ADOR, and Min Heejinentered into a business agreement stipulating Min Heejin's ADOR stock purchase option, etc., and the following day, HYBE entered into a BU contract with ADOR to support ADOR, and on November 17, 2021, HYBE invested an additional KRW 10 billion, increasing ADOR's capital from KRW 100 million to KRW 10.1 billion.
④ On April 21, 2022, ADOR and NewJeans entered into an exclusive contract for a 7-year contract, and HYBE invested an additional 6 billion won on July 6 of the same year, bringing the ADOR's capital to 16.1 billion won. NewJeans debuted as an idol group and released their first album on August 1, 2022, becoming a huge hit. The exclusive contract for this case does not include the so-called "keyman clause" <footnote 4>, which stipulates that the celebrity will establish a working relationship with a specific manager of the management company in relation to the role of Min Heejin.
On March 27, 2023, HYBE, ADOR, and Min Heejin entered into a shareholder agreement for a 5-year contract period and a stock purchase agreement in which HYBE transferred 20% of ADOR’s shares to Min Heejin. However, Min Heejin began to express dissatisfaction with the content of the above shareholder agreement from around December 2023 and demanded its revision. At the same time, Min Heejn sought to weaken HYBE's control over the ADOR by taking NewJeans with it and pressuring HYBE to sell ADOR's issued shares held by HYBE, thereby seeking a way to independently control ADOR. <Footnote 5>
D) In light of the above premises and basic circumstances, especially the fact that there is no data directly showing Min Heejin's involvement in the selection process of NewJeans, the fact that Min Heejin's official involvement in NewJeans's debut was not that long, from November 2, 2021 to August 1, 2022, the fact that Min Heejin, as the representative director of the ADOR, directly entered into the exclusive contract in this case with the NewJeans, but that the exclusive contract in this case does not include the so-called "keyman clause" regarding her management, and the fact that the term of the shareholder agreement entered into between HYBE and Min Heejin, etc., is 5 years, which does not even match the 7-year term of the exclusive contract in this case, it is difficult to accept at face value NewJeans' argument that Min Heejin is the key premise of the exclusive contract in this case.
A) Rather, considering the fact that HYBE properly recognized NewJeans belonging to Source Music and established a corporate creditor company just for the NewJeans through the division of Source Music, that it was also HYBE that took steps to support NewJeans by signing a separate contract with Min Heejin in the process, and that it was HYBE that unilaterally invested such a large sum of money for the NewJeans and supported HYBE’s tangible and intangible resources to the NewJeans through the BU contract in question, which was possible because HYBE was a large planning company, it is reasonable to view HYBE as the core that oversaw a series of processes before and after the exclusive contract in question and achieved great results by integrating the ADOR, Min Heejin, and NewJeans as one, which is the premise or foundation of the exclusive contract in question, and that Min Heejin is currently in a position to destroy the foundation of this integrated structure.
2) Regarding the special nature of the exclusive contract for this case
a) Article 15, Paragraph 1 of the exclusive contract for this case stipulates that “termination or cancellation of the exclusive contract for this case may be done if the parties have violated an important obligation under the contract,” and Paragraph 2 states that “both parties understand and acknowledge that ADOR has invested a long time and considerable money for the entertainment activities of NewJeans, and that the contract period has been determined in consideration of such investment costs and period, and that, in light of previous cases of breach of exclusive contracts, if NewJeans do not comply with the contract period and unilaterally terminate it, ADOR may suffer great and irreparable damages, such as not being able to recover the investment costs at all during the remaining contract period,” and that “if NewJeans unilaterally terminate the exclusive contract for this case during the contract period or violate an important provision of the contract with the intent to unilaterally terminate it, NewJeans shall pay ADOR, in addition to damages, a penalty equal to the average monthly sales during the period in which actual sales were generated during the two-year contract period immediately prior to the date of termination of the contract, multiplied by the number of months in the remaining contract period.”
b) Due to the nature of the entertainment activities of idol groups, massive investment, support, education and training by ADOR were necessary for the NewJeans’ debut, and such investment by ADOR will only bear fruit after the NewJeans’ debut through NewJeans’ recognition, reputation and entertainment activities. If NewJeans arbitrarily depart from the exclusive contract in this case and engage in entertainment activities on their own, ADOR will suffer serious disadvantages in losing all of the results of their investment up to that point, while NewJeans will completely exclude ADOR and virtually exclusively enjoy all results from their future entertainment activities, which will lead to the unreasonable result.
D) Accordingly, the exclusive contract in this case limits the reason for termination of the contract to “if the party violates an important obligation under the exclusive contract in this case,” and includes provisions to secure the binding force of the contract, such as stipulating that in case NewJeans arbitrarily terminate the contract, in addition to compensating ADOR for damages, they will pay a large penalty. In addition, based on the mutual recognition and understanding of the special nature of the idol group training process through large entertainment agencies, the two parties specifically incorporated into the content of the exclusive contract in this case the agreement that “ADOR has invested a lot of money in the entertainment activities of NewJeans, and understand and acknowledge that if NewJeans arbitrarily terminate the exclusive contract in this case, ADOR may suffer enormous, irreparable damages,” and explicitly included its intent in Article 15, Paragraph 2 of the exclusive contract in this case. In addition to the provisions for securing the binding force of the contract in this exclusive contract, the parties have incorporated the motives and circumstances that led to the special determination of the binding force of the contract into the contents of the contract and specified them in the contract provisions, which is a special form that is difficult to find in general exclusive contracts. Since this directly reflects the premise or basic circumstances as mentioned above, the intention of the parties regarding the 'binding force of this exclusive contract' should be respected to the utmost extent. Accordingly, during the contract period of this exclusive contract, unless ADOR violates an important obligation of this exclusive contract or the trust relationship between ADOR and the debtor, which is the basis of this exclusive contract, is irreparably damaged, it should be considered that NewJeans cannot unilaterally terminate the contract or arbitrarily deviate from the contractual relationship based solely on their own subjective circumstances.
A) NewJeans claim that since they signed a contract unilaterally drawn up by ADOR, it is difficult to see that they were fully aware of the contents of Article 15, Paragraph 2, especially that ADOR would suffer irreparable damage if NewJeans unilaterally terminated the exclusive contract in this case. <Footnote 6>
However, in light of the specific circumstances surrounding the conclusion of the exclusive contract for this case as examined above, the above claim cannot be accepted in and of itself.
a) NewJeans, citing the above Supreme Court ruling, argue that in the case of exclusive contracts for entertainment activities, it is not necessary for the relationship of trust between the parties to be completely broken in order to terminate the contract, and that the interpretation should be relaxed so that either party can terminate the contract simply by damaging the trust between the parties.
However, the exclusive contract in this case contains provisions intended to strengthen the binding force of the contract, taking into account the fact that ADOR made a huge investment and support for NewJeans' debut, and even the motive and circumstances that led the parties to such agreement are specifically stated in Article 15, Paragraph 2. However, the case of the above Supreme Court decision <footnote 7> is not such a case, so the specific circumstances of the above Supreme Court decision or the result that the entertainer won the case cannot be directly applied to this case. In addition, unlike the case of the above Supreme Court decision, it is difficult to see any reason to view that the relationship of trust between the parties was damaged in the exclusive contract in this case, and even according to the legal theory of the above Supreme Court decision, even if the relationship of trust between the parties that formed the basis of the exclusive contract was not damaged, it is not the case that one party can unilaterally terminate the exclusive contract based solely on subjective circumstances. The above argument is without merit.
b) NewJeans also argue that Article 15, Paragraph 2 of the exclusive contract in this case strengthens the binding force of the contract, unlike general exclusive contracts for entertainment activities, because it excludes the customer’s right to cancel under the law or restricts the exercise of such a provision, or is an unfairly disadvantageous provision to the customer, and is therefore invalid in violation of Articles 6 and 9 of the Act on Regulation of Terms and Conditions (hereinafter referred to as the “Terms and Conditions Act”) and Articles 103 and 104 of the Civil Act. However, since ADOR and the debtor entered into this contract after negotiating the individual provisions of the exclusive contract in question (see Exhibits 75 and 76 of the Petition), it is difficult to view this exclusive contract as a “term and condition” governed by the Terms and Conditions Act (see Supreme Court Decision 2013da214864 dated June 12, 2014, etc.). Even if it is assumed that this exclusive contract is a “term and condition,” NewJeans, as mentioned above, acknowledged and understood that ADOR had made a lot of effort and investment for NewJeans’ debut and entertainment activities, and agreed to include provisions in the contract to maintain the exclusive contract in question for at least 7 years after NewJeans’ debut, and NewJeans may terminate the exclusive contract in question if ADOR violates an important obligation under Article 15 of the exclusive contract in question, so the above provision does not exclude NewJeans from exercising their right to cancel or terminate. Considering all the circumstances, this case Article 15, Paragraph 2 of the Exclusive Contract cannot be considered invalid because it violates Articles 6 and 9 of the Terms and Conditions Act or Articles 103 and 104 of the Civil Act. The above argument is also without merit.
3) Regarding the reasons for termination related to Min Heejin
a) NewJeans were selected as trainees under Source Music, and Min Heejin does not appear to have been directly involved in the selection of NewJeans. In addition, when ADOR and NewJeans were negotiating the details of the exclusive contract for this case, there was no mention of anything such as Min Heejin having to be in charge of producing for NewJeans (see Exhibits Gap No. 75 and 76). Nowhere in the exclusive contract for this case does it appear that Min Heejin must serve as the ADOR’s representative director or that Min Heejin must be in charge of overall producing for NewJeans.
B) It is true that, although HYBE proposed to Min Heejin to produce a new girl group and established a new corporation, ADOR, and Min Heejin was to serve as its CEO for five years, Min Heejin was dismissed from the position of ADOR CEO before five years had passed from the date of establishment of ADOR. However, as seen above, Min Heejin became dissatisfied with the terms of the shareholder agreement with HYBE starting around December 2023 and demanded a revision of it, and by taking NewJeans with her and leaving HYBE’s scope of control, or pressuring HYBE to sell the ADOR’s issued stocks held by HYBE, thereby weakening HYBE’s control over the ADOR and seeking a way for itself to independently control ADOR, thereby destroying the foundation of the integrated structure. Therefore, the above circumstances were caused by Min Heejin herself.
D) In addition, since the parties to the exclusive contract in this case are 'ADOR, who is an entertainment agency, and NewJeans, who is an entertainer', 'HYBE's action against Min Heejin' cannot be equated with 'the ADOR's action against NewJeans'. In other words, HYBE detected the circumstances that Min Heejin was attempting to seize ADOR's management rights, conducted an audit of ADOR, who was then serving as Min Heejin's representative director, around April 20, 2024, and dismissed Min Heejin from the position of ADOR's representative director around August 27, 2024. This was merely a matter of 'conflict between HYBE and Min Heejin' over ADOR's management rights, etc. Therefore, it cannot be said that the 'relationship of trust between ADOR and NewJeans' based on the exclusive contract in this case was broken.
A) Furthermore, ADOR repeatedly proposed to Min Heejin that he take charge of producing for NewJeans until the end of the exclusive contract in this case immediately after Min Heejin was dismissed from the position of ADOR's representative director (Evidence No. 77, 78, 83 of the suit, Eul No. 332 of the suit), and Min Heejin was also re-elected as an inside director of ADOR at the shareholders' meeting on October 17, 2024 (Evidence No. 188 of the suit). Nevertheless, Min Heejin rejected all of ADORs' proposals and took charge of producing on her own on November 20, 2024.
After negotiations between creditors and Min Heejin broke down, ADOR actively sought new producers to produce for NewJeans, and some producers even specifically responded to ADOR that they were willing to produce for NewJeans.
If it is acknowledged that ADOR has abandoned its producing obligation to NewJeans, NewJeans will have room to terminate the exclusive contract in this case, but in this case, it has not been proven that ADOR has abandoned its producing obligation to NewJeans. In a situation where Min Heejin rejects ADOR's producing proposal as mentioned above, it cannot be said that the 'trust relationship between ADOR and NewJeans' has been broken due to NewJeans' insistence on only Min Heejin despite ADOR's active efforts to recruit a producer for NewJeans. <Footnote 8>
b) NewJeans also argue that Min Heejin is no longer able to handle NewJeans’ production, which has resulted in a significant “change in circumstances” related to the exclusive contract in this case, and therefore NewJeans can terminate the exclusive contract in this case.
In cases where the circumstances that formed the basis of the contract have significantly changed and the parties could not have foreseen this at the time of entering into the contract, and maintaining the contract as is would cause a significant imbalance in the interests of the parties or make it impossible to achieve the purpose of entering into the contract due to this, the contract may be cancelled or terminated due to the change in circumstances as an exception to the principle of compliance with contracts (see Supreme Court Decision 2016Da249557 dated June 8, 2017, etc.). In addition, the circumstances referred to here refer to the objective circumstances that formed the basis of the contract, and do not mean the subjective or personal circumstances of one party (see Supreme Court Decision 2004Da31302 dated March 29, 2007, etc.).
The principle of the above change of circumstances pursues purposefulness and exceptionally corrects the principle of compliance with contracts, which pursues legal stability, based on the principle of good faith. Although Min Heejin can be said to be the objective circumstances that formed the basis of the exclusive contract in this case, it is difficult to view its role, etc. as a core premise of the exclusive contract in this case. In particular, in the current situation where Min Heejin is intentionally destroying the integrated structure that formed the basis of the exclusive contract in this case as seen above, it is impossible to view NewJeans’ agreement with Min Heejin’s position as an unforeseeable change in the objective circumstances that formed the basis of the exclusive contract in this case (rather, such claims by NewJeans seem to be contrary to the principle of good faith, which is the basis of the principle of change of circumstances.
In light of the fact that most of the remaining circumstances put forward by NewJeans are subjective as seen below, and that even taking all of these into account, it cannot be said that acknowledging the binding force of the exclusive contract in this case would cause a significant imbalance in the interests of the parties or make it impossible to achieve the purpose of entering into the contract, the principle of change of circumstances should not be applied to this case.
4) Regarding the remaining reasons for termination
a) NewJeans claim that the relationship of trust between ADOR and NewJeans was broken because some members of the idol group ILLIT, which is affiliated with Belift Labs, another affiliate of HYBE, did not greet Hanni Pham when they ran into her, the ILLIT manager told the ILLIT members to “ignore (Hanni)” as they passed by the her, and an HYBE PR employee disparaged NewJeans’ performance and made comments such as “NewJeans might be being manipulated by Min Heejin”, but ADOR did not respond appropriately.
However, it is difficult to evaluate that the 'relationship of trust between ADOR and NewJeans', which is the basis of the exclusive contract in this case, was broken because the ILLIT members, who were juniors of NewJeans' idol group, passed by Hanni Pham without properly greeting her, or <footnote 9> an HYBE PR representative, ADOR's parent company, said during a phone call with a reporter from a newspaper that 'NewJeans' album sales are not as high as expected' or made a statement to the effect that 'there may be instructions from Min Heejin behind NewJeans’ attempt to withdraw from ADOR'.
Rather, it is difficult to see that the ILLIT members intentionally ignored Hanni or that the ILLIT manager made the above statement based on the materials up to now. Regarding the 'ignoring' incident, ADOR requested an interview with the ILLIT manager from Belift Labs, ILLIT's agency three times, around 2024.9.24 (Evidence of So-Gap No. 105), and around 2024.9.25 and 2024.10.8, ADOR explained that 'we are making continuous efforts to resolve the case, but it is not appropriate to engage in an active battle with another agency when the facts have not been clearly confirmed, so we will first minimize NewJeans' contact with other artists and take measures to ensure that the management team always accompanies them' (Evidence of So-Gap No. 101, Eul No. 124), and around 2024.11.27, a statement representing NewJeans' position was opened in the name of ADOR (Eul No. 126), Regarding the incident of 'HYBE PR manager's remarks', ADOR protested to HYBE immediately after learning of the remarks (Evidence No. Gap 111, 114, 117) and received a promise from HYBE to take measures to prevent recurrence, such as member education and exclusion of the manager in question from NewJeans’ future PR (Evidence No. Gap 112, 118). ADOR also claimed that HYBE did not keep the CCTV footage related to the ‘ignore’ incident.
Although the HYBE PR manager above considered filing a lawsuit or accusation against the above statements, considering that the effectiveness of filing a lawsuit or accusation would be very low, and considering the advice from the law firm (Evidence No. Gap 107) and the fact that ADOR, as the agency, did not proceed with the lawsuit or accusation procedure in consideration of the impact it would have on the reputation or fame of NewJeans, who are celebrities, it can be seen that ADOR took the best possible measures at the time to protect NewJeans in relation to the above incidents.
A) NewJeans also claim that the relationship of trust between ADOR and NewJeans was broken because ILLIT under Belift Labs copied NewJeans’ 'concept' and ADOR did not respond appropriately despite NewJeans' dance practice video from their trainee days being released through Dispatch.
However, it is difficult to see ILLIT's imitation of NewJeans' 'concept' or Dispatch's disclosure of footage of NewJeans' trainee days as having a direct connection to the 'relationship of trust between ADOR and NewJeans' upon which the exclusive contract in this case is based. In addition, it is difficult to conclude that ILLIT completely copied NewJeans' 'concept' based on the data available to date; ADOR (then CEO Min Heejin) protested HYBE and Belift Labs about ILLIT's copying of NewJeans' 'concept' through emails and press conferences on behalf of NewJeans (Evidence No. 63 of the Small Claims Act); ADOR requested HYBE to delete and refrain from sharing materials related to the NewJeans planning documents on November 25, 2024, even after the replacement of the CEO (Evidence No. 73 of the Small Claims Act); ADOR considered seeking damages from Belift Labs or filing a lawsuit or accusation, but it seems that it held off on taking such measures against Belift under the consideration that taking such measures when plagiarism had not been clearly confirmed could rather hinder NewJeans' activities or reputation (Evidence No. 71 of the Small Claims Act); ADOR protested to Dispatch regarding the leak of NewJeans' trainee videos (Evidence No. 1 of the Small Claims Act 128), and to Source Music. Considering that ADOR requested the deletion of the above video through several emails (Exhibits No. 123, 125, 126, and Exhibit No. 128-2) and entered into a separate service contract with a law firm to completely delete the video distributed online (Exhibits No. 129, 130), it can be seen that ADOR took the best possible measures at the time to protect NewJeans in relation to each of the above incidents.
D) NewJeans also claimed that ADOR publicly made a statement defaming NewJeans at the hearing date of the first trial of this case on March 7, 2025, thereby damaging the relationship of trust between ADOR and NewJeans.
However, ADOR filed this application in order to prohibit NewJeans from engaging in entertainment activities that violate the exclusive contract in this case until the trial of the main lawsuit in this case is concluded, and at the above hearing, in order to prove that the grounds for termination claimed by NewJeans do not exist, they only gave an explanation to the effect that "as of now, NewJeans, as celebrities, are in a superior position (the so-called "A" position) than ADOR, who is an entertainment agency" or "it has not been clearly confirmed whether the ILLIT members ignored Hanni and passed by". Therefore, it cannot be said that the relationship of trust between ADOR and NewJeans, which is the basis of the exclusive contract in this case, was broken due to ADOR's statement at the above hearing.
a) Other reasons cited by NewJeans for the provisional disposition decision in this case, as cited in the decision of the first trial
These reasons cannot be seen as circumstances that lead to a breakdown in trust.
5) Regarding the ‘breakdown of trust relationship’
a) The dictionary definition of 'trust' is 'firmly believing and relying on'. It refers to the expectation and belief that the future actions of others will not be favorable or malicious to oneself, and the structure of trust presupposes the uncertainty of information and the imperfection of surveillance. In addition, the legal requirement of 'breakdown of trust relationship' is an objective fact of 'a state of breakdown', and does not mean the subjective or personal circumstances or thoughts of one party, and it is not the hope for breakdown or the intention or desire to cause breakdown.
A) ADOR, as NewJeans’ management company, is reviewing various plans related to NewJeans’ entertainment activities, such as a domestic fan meeting in 2025 (see Exhibits Gap No. 254, 360 to 365, etc.) and is continuously proposing to meet with NewJeans to discuss NewJeans’ future entertainment plans, but NewJeans are refusing to communicate with ADOR (see Exhibit Gap No. 289). Even though ADOR is trying to faithfully fulfill its obligations as NewJeans’ management company, the fact that NewJeans simply claim a breakdown in trust, citing reasons such as asking for the return of a specific producer or being disappointed in ADOR, does not constitute an objective acknowledgment of the breakdown.
D) And behind the success of NewJeans, there were many efforts and dedications of various stakeholders, including creditors, executives, and employees (see Exhibits Gap No. 235, 256, 356, and Exhibit Eul No. 46, respectively). NewJeans themselves also understand and acknowledge that there were many people's efforts and support until NewJeans debuted, and through Article 15 of the exclusive contract for this case, there was an agreement to not arbitrarily terminate the contract. NewJeans may have felt a sense of loss or deprivation because they thought they could no longer work with a certain producer on entertainment activities or because they felt discriminated against compared to other idol groups. However, it is the natural duty of NewJeans, who are parties to the contract, to comply with the exclusive contract for this case, and even if NewJeans claim a breakdown in trust for the above reasons, it does not mean that the objective fact of the breakdown is acknowledged.
Considering all the above circumstances comprehensively, it is difficult to view the various reasons put forward by NewJeans as circumstances that could cause a breakdown in the trust relationship in relation to the exclusive contract in this case, and in the current situation where ADOR maintains a relationship of trust with NewJeans despite NewJeans’ refusal, it cannot be viewed as an objective fact that the trust relationship has been broken. Therefore, the legal requirement of ‘breakdown of trust relationship’ put forward by NewJeans as a basis for termination of the contract in this case is not satisfied. NewJeans’ argument in this regard is without merit.
D. Decision on necessity of conservation
1) About the gains and losses of understanding
a) As previously seen, fostering an idol group through a large entertainment agency requires the agency’s full investment, support, education and training until the entertainer debuts, and the results of such investment are realized through the celebrity’s or group’s recognition, reputation, image, etc. If NewJeans arbitrarily depart from the exclusive contract in this case and engage in independent entertainment activities, NewJeans will be able to monopolize all results from the entertainment activities while completely excluding ADOR, while ADOR will suffer a serious disadvantage of losing all of their investment results.
A) When engaging in entertainment activities, the public's perception and the image presented to the public are very important factors. On March 23, 2025, NewJeans held an overseas concert in Hong Kong using the name "NJZ" instead of NewJeans, excluding ADOR (see Exhibits Gap No. 316, 318, and 320, respectively). If NewJeans continue to engage in independent entertainment activities, there is concern that the public will have the incorrect perception that the exclusive contract in this case has been completely terminated, and the image of the NewJeans brand can also be seriously damaged.
d) ADOR's executives and employees appear to have worked tirelessly for NewJeans' success (see Exhibits Gap No. 235, 256, 356, and Eul No. 46, respectively). NewJeans appear to be the only idol group currently affiliated with ADOR, and NewJeans' entertainment activities account for an absolute portion of ADOR's sales and operating profit. ADOR has a considerable number of executives and employees currently employed (Exhibit Gap No. 93), and if NewJeans leave ADOR at will and continue their independent entertainment activities, ADOR will be faced with a crisis so great that its very existence will be in jeopardy, and numerous brands and companies related to NewJeans will likely suffer great damages.
A) NewJeans claim that if the application in this case is accepted, they will suffer irreparable damage due to the long-term gap, but this is simply damage caused by NewJeans themselves as it occurs because NewJeans refused to perform the legitimate exclusive contract in this case, and rather, ADOR will suffer the resulting damage. In particular, NewJeans claim that they successfully completed overseas performances without being managed by ADOR, <Footnote 10> but there is no reason why they could not perform while being managed by ADOR.
2) Regarding the violation of freedom of occupation or artistic creation
a) Through the application for this case, ADOR is requesting that 'ADOR confirm that the NewJeans' management company is in a position, and that NewJeans will not engage in entertainment activities without ADOR's prior approval or consent.' Even if the application for this case is accepted, NewJeans will be able to engage in entertainment activities while complying with the exclusive contract for this case, and the NewJeans' freedom to practice their profession or create art will not be deprived.
b) Since NewJeans are parties to the exclusive contract in this case, it is NewJeans’ natural duty to comply with the exclusive contract in this case. Until the trial of the lawsuit to confirm the validity of the exclusive contract, which is the main subject of this case, is completed, it cannot be considered an infringement on NewJeans’ freedom to practice their profession or freedom to create art by having NewJeans engage in entertainment activities in compliance with the exclusive contract in this case.
D) ADOR appears to be preparing various entertainment activity plans for NewJeans, and is promising full support for NewJeans’ entertainment activities. <Footnote 11> NewJeans are effectively the only idol group affiliated with ADOR, and NewJeans’ success as entertainers is directly linked to ADOR’s success, so there does not seem to be much concern that ADOR will unfairly interfere with NewJeans’ entertainment activities. There is also an aspect that it is actually beneficial to NewJeans if NewJeans continue their entertainment activities in compliance with the exclusive contract for this case.
3) Conclusion
Considering the above circumstances, it is reasonable to assume that the necessity of preservation has been sufficiently demonstrated by temporarily determining that ADOR is in the position of NewJeans' management company until the trial of the lawsuit to confirm the validity of the exclusive contract, which is the main subject of this case, is concluded and prohibiting NewJeans from engaging in independent entertainment activities in violation of the exclusive contract in this case. We also do not accept NewJeans' argument in this regard.
3. Conclusion
Therefore, the decision of the first trial court to approve the provisional disposition decision in this case is justified, and therefore, NewJeans’ appeal in this case is without merit and is hereby dismissed in its entirety.
Judges: Hwang Byeong-ha (Presiding Judge), Jeong Jong-gwan, Lee Gyun-yong
Footnote 1: Debtor N was a minor at the first trial, but became an adult at the current trial.
Footnote 2: The guardians of the debtor Q, a minor, are the father R and the mother BC. However, since their opinions regarding the litigation in this case did not match, it became impossible to jointly exercise parental authority. Therefore, the mother BC applied for a 'decision on the method of exercising parental authority' at the Seoul Family Court 2025neudan51002 and on March 14, 2025, received a decision from the above court to the effect that 'the mother BC will exercise parental authority in litigation and legal acts related to this case.' Therefore, in this case, BC can exercise parental authority over the debtor Q alone (Article 909, Paragraph 2, Proviso of the Civil Act).
Footnote 3: The first trial cited the legal principles of the above Supreme Court ruling on page 14 of the provisional disposition decision for this case.
Footnote 4: See note 6 on page 11 of NewJeans' brief dated June 5, 2025.
Footnote 5: See page 14 of Exhibit No. 179 (Decision) submitted by NewJeans and NewJeans' written statement prepared on June 11, 2025, citing the above decision.
Footnote 6: See Debtors' brief dated June 5, 2025, p. 20.
Footnote 7: This is a case where a general exclusive contract was made between the plaintiff, who was a manager, and the defendant, who was an entertainer. The plaintiff, who was indicted on charges of raping a singer under the agency, allowed the defendant, who was a minor, to drive the defendant's car, which could have violated the defendant's personal rights. After January or February 2014, the relationship of trust between the plaintiff and the defendant was effectively broken, and the plaintiff was unable to perform management activities for the defendant, and the defendant also engaged in entertainment activities separately from the plaintiff, and in the process, they filed criminal charges against each other.
Footnote 8: Min Heejin worked as a producer at 'SM Entertainment' and then moved to HYBE (see Soeul Evidence No. 13). It appears that many of the idol groups that Min Heejin was involved in producing at 'SM Entertainment' continued to have successful activities through collaborations with other producers even after Min Heejin left the company.
Footnote 9: Even according to NewJeans' claim itself, the ILLIT members greeted Hanni Pham when they first met, and this fact can also be seen in the CCTV footage (Exhibit No. 99) submitted as evidence for this case (the ILLIT members also seem to have greeted Danielle Marsh, who was walking down the hallway across). Even according to NewJeans' claim, the fact that the ILLIT members did not greet Hanni was only a one-time thing and that the ILLIT members repeatedly greeted NewJeans, who were senior idol group members.
It's not that they were ignored as enemies or treated as so-called 'invisible people'.
Footnote 10: See Debtors' brief dated June 5, 2025, p. 22.
Footnote 11: See page 19 of ADOR's brief dated May 30, 2025.