Seoul, South Korea – Asiana Airlines and Kumho Construction have emerged victorious in a protracted legal battle against HDC Hyundai Development Company (HDC HDC) and Mirae Asset Securities, securing a 250 billion won (approximately $190 million) contract deposit. The Supreme Court of South Korea upheld the lower court's decision, affirming that the deposit is rightfully retained by Asiana Airlines and Kumho Construction.

The dispute stems from a 2019 acquisition deal, where HDC HDC and Mirae Asset Securities formed a consortium to purchase Asiana Airlines for 2.5 trillion won. As part of the agreement, the consortium paid a 10% deposit of 250 billion won. However, the deal collapsed in 2020 amidst the onset of the COVID-19 pandemic.

HDC HDC cited the pandemic's impact on Asiana Airlines' financial health, demanding a renegotiation of terms and a renewed due diligence process. Asiana Airlines rejected these demands, subsequently terminating the contract and initiating legal proceedings to claim the deposit and seek damages.

The crux of the legal argument centered on whether the pandemic's effects constituted a "force majeure" event, as stipulated in the contract. Both lower courts and the Supreme Court concurred that while the pandemic significantly impacted Asiana Airlines, it fell within the definition of force majeure, thus absolving Asiana Airlines of the obligation to return the deposit.

This ruling marks the culmination of a four-year legal saga, providing a decisive resolution to a high-profile dispute that underscored the challenges of mergers and acquisitions in the face of unforeseen global events. The verdict reinforces the importance of clear contractual language and the legal interpretation of force majeure clauses in complex business transactions.

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