Min Hee Jin Prevails in Court Against HYBE Over ₩25.5 Billion Put Option Dispute

In a landmark ruling on February 12, the 31st Civil Division of the Seoul Central District Court sided with Min Hee Jin in her legal battle against HYBE, rejecting the company’s attempt to terminate their shareholder agreement and ordering HYBE to pay approximately ₩25.5 billion under her put option.

The case centered on two parallel lawsuits: HYBE’s request for judicial confirmation that its shareholder agreement with Min had been lawfully terminated, and Min’s counterclaim demanding payment for her shares under a contractual put option. In its verdict, the court dismissed HYBE’s claim in full and ruled that Min’s exercise of the put option was valid, with all legal costs to be borne by HYBE.

Court: “Breach of Trust Must Be Severe to Justify Termination”

In its reasoning, the panel emphasized that a breakdown of trust alone does not automatically justify termination of a shareholder agreement — it must constitute a serious contractual violation.

The court noted that HYBE, as the majority shareholder holding 80% of ADOR, has the legal right to remove Min Hee Jin from her position at any time. However, such removal would only be contractually justified if she had engaged in misconduct directly infringing on that right — such as causing financial damages exceeding ₩1 billion, embezzlement, or breach of fiduciary duty.

Put Option and Contractual Terms Clarified

Under the original agreement, Min became eligible to exercise her put option three years and ten months after ADOR’s establishment. This entitled her to require HYBE to repurchase her 20% stake, subject to a five-year minimum employment obligation and a non-compete clause. The court acknowledged that the value of this option is projected to rise to around ₩100 billion after 2025.

The ruling also highlighted that ADOR’s director appointment contract allows relatively broad discretion for dismissal or termination, with considerations of trust and financial interests likely to carry increasing weight over time.

KakaoTalk Messages Accepted as Evidence

Addressing the controversy over internal KakaoTalk messages submitted as evidence, the court ruled that despite Min’s objections, the messages were admissible. They were obtained through HYBE’s internal audit process and voluntarily provided by Min herself, granting them evidentiary validity.

Did Min Plan to Separate from HYBE?

The court acknowledged that Min had previously explored ways to gain greater independence for ADOR and had contemplated a potential separation from HYBE if shareholder negotiations collapsed. It also recognized the possibility that she might have intended to exercise her put option and leave, potentially reducing ADOR to a “shell company” before repurchasing shares at a lower valuation — estimated between ₩800 billion and ₩1.5 trillion.

However, the judges concluded that these intentions alone did not amount to a serious breach of the shareholder agreement. They further stated that existing evidence was insufficient to prove that ADOR would inevitably become an “empty shell” following her departure.

The court also referenced statements attributed to Min that if she did not receive adequate compensation, she would exercise her put option, leave ADOR, and create a “male version of NewJeans.”

ADOR’s Valuation and HYBE’s Market Losses

Citing an industry report, the court noted that ADOR’s value could reach ₩2 trillion within two years, and that among K-pop girl groups, only BLACKPINK was comparable to NewJeans in market impact. The same report indicated that YG Entertainment’s market capitalization previously reached around ₩1.8 trillion when BLACKPINK’s world tour revenues were reflected.

HYBE had accused Min of breach of trust, arguing that the dispute caused its market value to drop by ₩800 billion. The court, however, attributed this decline to the broader conflict between the two parties rather than solely to Min’s actions.

ILLIT Plagiarism Dispute Considered

On the ongoing controversy regarding alleged similarities between NewJeans and HYBE subsidiary Belift Lab’s group ILLIT, the court stated that initial post-debut assessments did show notable resemblance in concept and image. Parents of NewJeans members had filed a formal petition raising concerns, which the court classified as opinions on similarity rather than factual misrepresentation.

The judges also noted that Belift Lab had not provided sufficient evidence to conclusively differentiate the two groups’ concepts, and that the debate remains unresolved.

Min’s Press Conference Within Her Rights

The court found that Min’s public press conference and subsequent official statements fell within her right to respond to the situation. Allegations of copying and suppression raised during the dispute were deemed to have a reasonable basis, especially given potential conflicts of interest among shareholders.

While acknowledging that Min risked losing approximately ₩25.6 billion if her put option were invalidated, the court ruled that this alone did not constitute a serious contractual violation.

Background: How the Case Began

In November 2024, Min Hee Jin publicly announced her resignation as ADOR’s internal director. Shortly thereafter, she exercised her put option — valued at roughly ₩26 billion — and filed a lawsuit demanding payment. The total claim amounted to approximately ₩28.7 billion.

With this ruling, Min has secured a major legal victory, reshaping the power dynamics between her and HYBE and setting a significant precedent for shareholder disputes within the K-pop industry.