One Law Partners, LLC successfully represented the plaintiff in a contractual dispute arising from the termination of a reseller agreement, securing a judgment granting all claims for the return of a security deposit and application development costs.

This case addressed key issues concerning the termination of a contract, the existence of a separate development agreement, and liability for breach of contractual obligations.

1. Case Overview
The plaintiff entered into a reseller agreement under which it sold products and services supplied by the defendant and paid the corresponding fees.

As the contract term approached its expiration, the parties agreed to end the agreement without further extension.
However, the defendant delayed returning the security deposit that had been paid when the agreement was executed.

In addition, the plaintiff requested the development of a dedicated application and paid separate development fees to the defendant.
Despite receiving payment, the defendant failed to deliver the agreed application.

The plaintiff subsequently filed suit seeking the return of the remaining security deposit, reimbursement of the development costs, and delay damages.

2. Key Issues
The principal issues in this case were:

• Whether the reseller agreement had been terminated

• Whether a valid application development agreement had been formed

3. Legal Strategy
Attorneys Young-ho Chae and Su-hyeon Song of One Law Partners, LLC developed the following legal arguments based on a comprehensive analysis of the facts and contractual relationship between the parties.

· Establishing the Defendant’s Awareness of the Termination of the Reseller Agreement
The attorneys thoroughly reviewed settlement documents, business correspondence, emails, and materials generated during negotiations concerning termination of the agreement.

Based on this evidence, they demonstrated that both parties fully understood that the reseller agreement had come to an end and, at a minimum, had reached an implied agreement regarding its termination.

· Establishing the Existence of the Application Development Agreement
Although no separate written development contract had been executed, the attorneys demonstrated that the plaintiff had paid the development fees and that discussions and work relating to development had in fact taken place.

They further argued that, when considering the surrounding circumstances and the parties’ communications before and after the transaction, a valid and binding development agreement had been formed.

The attorneys also emphasized that, because the defendant failed to provide the agreed application, liability for breach of contract should be imposed and the defendant should be required to return the development costs together with delay damages.

4. Significance of the Case
The court accepted the arguments advanced by One Law Partners, LLC and granted all of the plaintiff’s claims.

The court found that there was an implied agreement between the parties concerning termination of the reseller agreement and further held that the application development agreement had been validly formed.

The court also recognized the defendant’s liability for breach of contract and ordered payment of the remaining security deposit, reimbursement of the development costs, and delay damages.

This decision confirms that, even in the absence of a separate written termination agreement, the formation and termination of contracts may be established through objective evidence such as emails, transaction records, and the course of negotiations.

The ruling is also significant because it recognized both the obligation to return a security deposit following termination of a reseller agreement and liability for breach of obligations under an IT development agreement.

In doing so, the court adopted a practical interpretation of the complex contractual relationships frequently encountered in the platform, IT, and distribution industries.

In particular, the case demonstrates that, in business-to-business transactions, courts may look beyond formal contractual documentation and consider the parties’ actual intentions and the overall transaction structure in order to protect contractual rights.

As such, it provides important guidance for future disputes involving reseller agreements, development agreements, and platform-related contracts.

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Attorney Young-ho Chae | yhchae@onelawpartners.com
Attorney Su-hyeon Song | shsong@onelawpartners.com
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Public Relations Team, One Law Partners, LLC | pr@onelawpartners.com