Both Companies Claim Exclusive Domestic License Rights
Clebi: “Layer’s Contract Is an Invalid Double Contract”
Layer Prevails in Domestic Injunctions and First Trials
Validity of Termination Now Under Review by Luxembourg Court
Expert:
In major centers of Korean fashion such as Myeong-dong, Gangnam Station, and Seongsu-dong, products from the French fashion brand “Marithé François Girbaud” (hereafter “Marithé”) are being sold simultaneously by two different companies—either operated by or on consignment at different stores—leading to confusion among consumers.
The two companies in question are Clebi Co., Ltd., which signed a domestic exclusive usage contract (exclusive license agreement) with Würtzburg, the headquarters of Marithé, in February 2023, and Layer Co., Ltd., which also entered into a domestic exclusive usage agreement with Würtzburg in October of the same year.
On February 21, 2023, in Paris, France, Jeon Yoonkyung, former CEO of Cleavy Co., Ltd., is reviewing the contract before signing the exclusive domestic usage agreement with the couple Francois Jaubert (left) and Marite Baslurhi (right). Provided by former CEO Jeon Yoonkyung
Clebi argues that, since its contract has not been lawfully terminated or canceled, the contract Layer signed constitutes a “double contract” and is therefore void. On the other hand, Layer claims that it signed its contract only after Clebi’s agreement was properly terminated, making Layer the sole legitimate domestic exclusive licensee.
So far, the legal battle in Korea has given Layer the upper hand. However, the situation took a new turn when Jeon Yunkyung, former CEO of Clebi, who had personally met with Marithé’s founders François Jaubert and Marithé Baschler in Paris in February 2023 to sign the domestic exclusive license agreement, succeeded in removing former co-CEO Lee (who had ousted Jeon from the company through internal machinations) from the board through litigation and returned to the management frontline.
Jeon stated, “The ultimate resolution to all disputes over the Marithé trademark will have to be determined by the courts in Luxembourg, where the brand’s headquarters is located,” signaling a major counteroffensive. Ultimately, the key issue is whether the contract between Clebi and Marithé, which predates the one with Layer, was lawfully terminated.
![[Choi Seokjin's Law & Biz] Clebi or Layer... Luxembourg Court Holds Fate of "Marithe Francois Girbaud" Exclusive Contract](https://www.asiae.co.kr/news/img_view.htm?img=2026062215150018931_1782108901.jpg)
Help Through Connection with François
Initially, the domestic sales rights for Marithé in Korea were held by a brand licensing company called Modern Works from 2019. Layer was a company entrusted by Modern Works to handle sales authority. Both companies are subsidiaries of Daemyung Chemical. However, between 2019 and 2022, issues such as omitted sales and unpaid royalties emerged at Modern Works, leading Marithé’s headquarters to notify Modern Works of its intent to conduct a sales audit, and sparking disputes.
During this period, Jeon was approached by François and Marithé, who asked for assistance gathering information on how Modern Works and Layer were operating the brand in Korea and Asia, as well as resolving disputes over unpaid domestic royalties and exclusive usage rights. Jeon, who had previously built a personal relationship with François through an Italian acquaintance while running a clothing business in the U.S., conducted his own investigation into Korean distribution and unreported sales, and reported his findings. Ultimately, Marithé’s headquarters terminated its contract with Modern Works in December 2022.
Clebi, 100% Owned by Jeon, Signs with Marithé
On February 21, 2023, Jeon signed a contract with the founders Marithé and François in Paris. The exclusive license agreement, effective from March 12 of the same year, guaranteed up to 10 years (a basic 5 years plus an optional 5-year extension) of exclusive trademark use, product manufacturing and distribution in Korea, as well as priority rights for entry into the Chinese market.
At the time, Jeon was the effective owner of 100% of Clebi’s shares. Although the registered CEO was listed under an employee’s name, Jeon had clearly notified the couple in advance and confirmed that he was the founder and largest shareholder of Clebi, thereby securing the contract. This fact is supported by evidence such as emails sent to François, Marithé, and their son Olivier Baschler (who also handled business matters for Marithé), which included Clebi’s business registration showing Min as the registered CEO.
The first page of the contract signed by Jeon Yoonkyung, former CEO of Clebi Co., Ltd., and Francois Jaubert and Marite Baschler. Provided by Jeon Yoonkyung, former CEO of Clebi.
Internal Coup and Unilateral Contract Termination
The problem arose when Jeon, who had been conducting business overseas, was betrayed by former co-CEO Lee, to whom he had entrusted shares for domestic business operations. Jeon sold 50% of his shares to Lee and held the remaining 50% in a nominee trust. After the contract with Marithé was signed and brand development had begun in earnest, Lee, exploiting the shares registered in his name, convened an extraordinary shareholders’ meeting on his own and removed Jeon from the CEO position. To oust Jeon from the company, Lee even filed criminal complaints against him for alleged embezzlement and informed Marithé of these claims, inquiring if the company would maintain the contract with Clebi now under his sole leadership.
However, the Marithé side, which had entered into the contract based on trust in Jeon, was told by Lee that Jeon was neither the sole owner nor the founder of Clebi and had tried to unilaterally transfer or sell the license agreement. As a result of hearing these allegations, Marithé notified Clebi of the contract’s termination or its cancellation due to alleged fraud. However, all these claims turned out to be untrue, and Jeon was cleared of all charges.
On February 21, 2023, in Paris, France, Jeon Yunkyoung, former CEO of Clevey Corporation (third from the left), who completed the domestic exclusive usage contract signing with the couple François Joubert and Mariette Baschier, is shaking hands with François Joubert. Photo by Jeon Yunkyoung, former CEO
Layer Prevails in Domestic Lawsuits
In all lawsuits adjudicated in Korea thus far, Layer has prevailed. After removing Jeon as CEO, Lee filed multiple injunctions and trademark-related lawsuits against Layer, but lost them all. Most recently, the 62nd Civil Division of Seoul Central District Court sided with Layer in a lawsuit against Clebi seeking to prohibit infringement of exclusive trademark rights, ordering Clebi to pay KRW 4 billion in damages. Both Layer and Clebi have appealed the partial victory ruling.
Clebi also lost, and is currently appealing, a lawsuit it filed to cancel Layer’s registration of exclusive usage rights, with the second trial now underway at the Patent Court. The issue is that the domestic court rulings are all based on the assumption that the contract between Marithé and Clebi was lawfully terminated, but according to the contract, exclusive jurisdiction over such matters rests with the courts of Luxembourg.
Korean courts have also acknowledged this fact. The bench ruled that the contract between Clebi and Marithé was, at least on its face, validly executed.
On March 6, 2024, the 60th Civil Division of Seoul Central District Court dismissed Clebi’s injunction application against Modern Works and Layer for trademark infringement. However, the court stated, “Considering that Clebi paid royalties to Würtzburg on March 20, 2023, and that Jeon appeared to keep Lee informed of the contract’s progress, it is judged that Jeon had authority to execute the contract on behalf of Clebi. Therefore, this contract (the exclusive usage agreement concerning the registered trademark between Clebi and Würtzburg) was, at least on its face, validly executed.”
The court further stated, “However, since this contract is governed by Luxembourg law, its lawful execution, cancellation, or termination must be judged according to Luxembourg law. Therefore, the validity of this contract requires thorough litigation on the merits, allowing sufficient time for review.”
Jeon Recovers 50% Equity Stake
While Clebi was losing lawsuits against Layer, Jeon succeeded in removing Lee, who had betrayed him, from the company. In April, the 22nd Civil Division of Seoul Central District Court ruled, “Lee is removed from his position as inside director of Clebi.” The court acknowledged that in February 2023, Jeon transferred 1,000 of his 2,000 Clebi shares to Lee and entered into a nominee trust agreement for the remaining 1,000 shares.
The contract stipulated that Jeon would attend Clebi’s general meetings as a shareholder, and that Lee would be obliged to return the nominee shares for free and update the shareholder register immediately upon Jeon’s request. This was already confirmed by the Supreme Court in January last year. At that time, the court found that 50,000 of the 100,000 shares issued by Lee in a paid-in capital increase in March 2023 corresponded to the 1,000 shares held in trust by Jeon, making Jeon the beneficial owner of 51,000 out of 102,000 issued shares of Clebi—i.e., a majority shareholder.
Upon Lee’s removal, the court appointed an acting officer. Jeon is now seeking to restore his authority to appoint directors and is also pursuing litigation to rescind the share transfer agreement for the remaining 50% of shares on grounds such as non-payment and breach of the shareholders’ agreement.
Currently, Lee is under investigation following multiple criminal complaints against him for evidence tampering for malicious purposes, work-related embezzlement, and breach of trust. Although the prosecution summarily indicted Lee for evidence tampering, he requested a formal trial, and proceedings are ongoing. As Jeon nears a full recovery of management control, a major variable has emerged in the lawsuits against Marithé’s headquarters and Layer.
Luxembourg Court to Decide on Validity of Termination
The ultimate resolution of this dispute now depends on the outcome of ongoing proceedings at the court in Luxembourg. The court is examining whether the termination notice sent by Marithé’s headquarters to Clebi lawfully terminated the domestic exclusive usage agreement, or whether the contract remains valid.
Clebi maintains that neither the CEO replacement nor the embezzlement suspicions against Jeon constitute grounds for termination under the contract, and that there were no issues with Jeon’s authority as CEO at the time of signing, so the agreement remains valid. Until a conclusion is reached on this matter, confusion in the domestic market seems inevitable.
A Maritte Françoise Jauver store in downtown Seoul. Provided by Yunkyung Jeon, former CEO of Cleavy Corporation
Expert: “Considerable Circumstantial Evidence Favoring Clebi”
Gu Tae-eon, an attorney at Law Firm Lin designated by the Korean Bar Association as an IT and intellectual property law specialist, said, “The essence of this case is that Würtzburg is claiming retroactive invalidity (cancellation) based on lack of authority or fraudulent inducement, rather than termination for breach of contract.” He added, “Therefore, the central issue is whether Jeon had representative authority at the time of signing in February 2023.”
He continued, “The determination of authority is a matter of Korean corporate law, not Luxembourg law, and even if there was a lack of authority, it could be cured by the company’s ratification. Clebi possesses circumstantial evidence of contract performance and ratification by subsequent management, so there is significant room to consider any defect as cured.”
Attorney Gu further noted, “The claim of fraudulent inducement is substantially contradicted by the circumstances in which Jeon, as founder, negotiated the contract directly with headquarters. The burden of proof for such a claim rests with Würtzburg. The strategic focus should be on demonstrating that any defect of authority was cured through subsequent ratification.”
Finally, Attorney Gu stated, “The domestic injunctions and first-instance rulings are only provisional and procedural based on registration priority and opposition requirements, not on the substantive validity of the contract itself. The fate of the contract will ultimately be determined in the merits case under the exclusive jurisdiction of the Luxembourg court. In conclusion, though it is premature to predict the outcome, there is considerable circumstantial evidence favorable to Clebi.”
This content was produced with the assistance of AI translation services.
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