Law Firm Cheongchul (Lead Attorneys: Shin Jun-seon, Choi Jong-ha, Kim Kwang-sik) has achieved a result in leading the court to a provisional seizure decision in a stock seizure application filed to preserve a claim for reimbursement that arose from the debtor's failure to fulfill the tax obligations agreed in the stock purchase contract, representing the creditor investment company (creditor) and the individual who is both a director and shareholder of the target company for the stock transaction (debtor).

2. Background of the Case

The creditor and debtor entered into a stock purchase agreement in 2023, and the debtor agreed to fulfill the contractual obligation to meet the tax burden arising from the transfer of stock. However, as a result of a tax investigation by the tax authority, the creditor received a notice of a tax disposition amounting to several hundred million won, and the creditor applied for a pre-tax review to the National Tax Service. Nevertheless, the debtor, despite having agreed to bear the tax liabilities arising from the stock purchase agreement, was refusing to fulfill this obligation.

At that time, the debtor held a significant number of shares of the target company, where he served as a director, which was effectively the debtor's only executable asset. Therefore, the creditor applied for stock seizure based on the amount of the claim for reimbursement that would arise from the expected tax burden stemming from the tax disposition notice.

3. Legal Issues (Main Grounds and Issues of Cheongchul)

① Recognition of the Preserved Claim (Future Claim) and Necessity for Preservation

Law Firm Cheongchul argued that even though the pre-tax review is still ongoing and the tax amount has not been finally determined, the tax burden clause in the stock purchase contract has already been validly established; thus, the claim for reimbursement regarding the tax amount to be finally determined also falls under the preserved right. Furthermore, it emphasized that there is a high risk that significant debts amounting to several hundred million won could materialize in the short term depending on the results of the pre-tax review, making it practically impossible to recover the claim without preservation measures, leading the court to accept Cheongchul's argument and recognize the necessity for preservation.

② Recognition of Jurisdiction in the Stock Seizure Application Case

The stock purchase agreement contained a clause designating the Seoul Central District Court as the exclusive jurisdiction. However, Cheongchul clarified that in contrast to the principal lawsuit, the seizure case is governed by the exclusive jurisdiction of the Civil Execution Act, and hence the agreed jurisdiction clause cannot apply. That is, both the debtor's address and the jurisdiction of the principal case fall under the court targeted by this seizure application, clearly stating that it is a proper jurisdiction court, which the court accepted, resulting in a swift decision on the seizure.

③ Targeting of the Stock Seizure

The company subject to this case had not issued shares even after six months of establishment. Thus, Law Firm Cheongchul presented the legal principle that stocks for which shares have not been issued are subject to seizure procedures for 'other property rights' under the Civil Execution Act after legal review to demonstrate the legality of this seizure application.

In response, the court accepted all of Cheongchul's arguments, issuing a sequestration decision prohibiting any transfer, pledge registration, name change, or other disposal actions regarding the shares held by the debtor.

4. Significance (The Meaning of This Case)

This case clarifies that even future claims that will be confirmed after the pre-tax review can be recognized as preserved rights under the tax burden clause in the contract, acknowledges that exclusive jurisdiction under the Civil Execution Act takes precedence over the agreed jurisdiction clause in seizure cases, and reaffirms that unissued shares can also be subject to seizure. Law Firm Cheongchul was able to quickly and safely preserve the rights of the client by carefully responding even during the application submission phase and the response phase to the correction order for the approval of the seizure application in this case.

If you need a strategic solution in complex preservation measures or disputes regarding future claims, Law Firm Cheongchul will be a reliable partner for you.