Claim No: CL-2024-000563 - [2025] EWHC 1586 (Comm)

The Korean phrase in dispute – 사업부문 (sah-up-booh-moon) – is correctly translated as “business areas” and not “business units”. It is said that “sah-up-booh-moon” is a conceptual term describing a type of business activity, and not an internal structure or organisational element of a business.

The business area transferred was the “offshore plant business area”, which was limited to “shipbuilding, special ships, offshore plant, engine & machinery business [areas]” and did not include the Supply Contract, which did not fall within that business area (being a contract for the supply of an onshore power plant).

Applying the Korean law principles for the construction of the Spin-Off plan, where the wording is clear, it is not permissible to have regard to other interpretative aids.

The phrase “sah-up-booh-moon”is correctly translated in the context of the Spin-Off Plan as “business division”, in the sense of a functional area of a business activity and an operational unit within a company.

The business unit transferred was the “offshore plant business area”, namely the unit formed in January 2015 by the merger of the offshore and plant units, and thus the contracts transferred included the Supply Contract.

Applying the Korean law principles for the construction of the Spin-Off Plan, the wording is clearly to the effect the Defendants’ contend for, but if not, it is ambiguous, and it is permissible to have regard to other interpretative aids which support the Defendants’ position.