Background
Our client is the spouse of a landscaping company's CEO and serves as the company's auditor. In August 2023, a written agreement recorded the CEO's gift of 42,882 of his shares to our client, and the shareholder register was updated. Our client's stake rose to about 48.12%, close to the CEO's 48.87%.
The marriage later broke down, and our client asked the court to authorize a shareholders' meeting to remove her husband as CEO. He then sued, claiming that she had forged the gift agreement using his registered seal and asking the court to declare the gift void.
What Was at Stake
Under Korean law, when a document bears an impression of the signatory's registered seal, it is presumed to have been sealed with the signatory's consent. The party alleging forgery must prove otherwise. The CEO pointed out that the agreement reached the accounting firm by fax a day after his seal certificate and that he was away on a business trip at the time.
How Changchun Helped
The court rejected the forgery claim for the following reasons, reaching the conclusion the defense had sought.
His own handwritten mandate. On the same day, the CEO wrote "share gift" as the purpose and "business trip" as the reason on a mandate for issuing his seal certificate.
Voting at the shareholders' meeting. At an extraordinary meeting in December 2023, our client voted the gifted shares, so the CEO must have known of her holding.
The fax timing explained. An accounting firm employee confirmed that the agreement was resent the next day because of poor print quality and that the fax machine's clock was wrong.
A late complaint. The CEO filed a criminal complaint seven months after the agreement, and both the police and prosecutors found no offense.
Outcome
In May 2026, the first-instance court dismissed the CEO's claim and ordered him to bear the litigation costs. Our client kept her rights to the gifted shares.
Even in a family share gift, objective records such as mandates, meeting minutes, and the accountants' review can establish that the agreement is genuine. (Outcomes depend on the facts of each case.)