## Facts

- Jinsoo Kim invested 100 million won in MJ, Inc. (a South Korean corporation) and loaned 30 million won to MJ and $40,000 to Netouch International, Inc. (a California corporation).
- Stephen Son operated MJ as a majority shareholder and owned Netouch, but Kim wired funds directly to corporate accounts and Son did not personally receive the money.
- There was no evidence Son personally guaranteed repayment of Kim’s corporate investment or loans.
- After MJ and Netouch failed, Kim lost his money.
- In October 2004, after drinking heavily, Son wrote a Korean note in his own blood apologizing and stating he would repay Kim “to the best of my ability.”
- Later that day, Son wrote an ink note stating he would pay back, “to the best of my ability,” an estimated 170 million won.
- Nearly two years later, Kim sued Son for default on the alleged promissory note; after a bench trial, the court entered judgment for Son, finding the promise gratuitous and unsupported by consideration.

## Issues

1. Whether Son’s blood-written and ink-written promises to repay Kim were supported by consideration and enforceable as a contract.
2. Whether Kim’s alleged forbearance from suing Son for nearly two years could constitute consideration when the underlying personal claim against Son lacked merit.
3. Whether the trial court’s statement of decision was sufficient despite not expressly addressing Kim’s forbearance theory.

## Decision

- The Court of Appeal affirmed the judgment for Son.
- The court held the promises were gratuitous and unenforceable because there was no bargained-for consideration.
- The court rejected forbearance as consideration because Kim had no valid personal claim against Son arising from the corporate transactions, and forbearance to sue on a meritless claim (without a good-faith basis) is not consideration.
- The court held the statement of decision adequately disclosed the factual findings and legal basis for concluding the promise was gratuitous, implicitly rejecting the forbearance theory.

## Legal Principles

- A promise is not enforceable as a contract without consideration; moral obligation, regret, or symbolic gestures do not substitute for a bargained-for exchange.
- A shareholder or officer is not personally liable for corporate debts absent a personal guarantee or other basis for personal obligation.
- Forbearance to sue may be consideration only if the underlying claim is valid or the forbearing party honestly and in good faith believes the claim has potential merit; forbearance from filing a knowingly meritless suit is not consideration.
- A statement of decision is sufficient when it states the material factual findings and legal conclusions that resolve the controlling issues, even if it does not address every argument explicitly.

## Conclusion

The court enforced the consideration requirement by holding that Son’s remorse-driven promise to repay Kim for corporate losses—though memorialized in dramatic form—created no contract because Kim gave no consideration, and delaying a lawsuit on a nonmeritorious personal claim could not supply it.


Kim v. Son, No. G039818, 2009 WL 597232 (Cal. Ct. App. 4th Dist. Mar. 9, 2009)