Dawon and Company USA, LLC v. Joonwoo Solutions, LLC

FIRST DIVISION
                                BARNES, P. J.,
                            MARKLE and HODGES, JJ.

                     NOTICE: Motions for reconsideration must be
                     physically received in our clerk’s office within ten
                     days of the date of decision to be deemed timely filed.
                                https://www.gaappeals.us/rules



                                                                         May 1, 2026




In the Court of Appeals of Georgia
 A26A0694. DAWON AND COMPANY USA, LLC v. JOONWOO
     SOLUTIONS, LLC.

      BARNES, Presiding Judge.

      We granted this interlocutory appeal to consider whether the trial court erred

when it denied defendant Dawon and Company USA, LLC (“Dawon”)’s motion to

dismiss and to compel arbitration in this dispute arising from the construction of an

electric vehicle battery facility in Bartow County. On appeal, Dawon argues that the

trial court erred because the parties’ so-called “second contract” was not separate

from and did not supersede their first, which contained an arbitration provision. We

agree and reverse.

      As the Georgia Supreme Court has noted, and “because . . . an incorrect

determination that a dispute is not subject to arbitration may cause the parties
unnecessary expense and delay,” trial courts should, “except in the clearest cases, .

. . certify orders denying a motion to compel arbitration.” Am Gen. Financial Svcs. v.

Jape, 291 Ga. 637, 644 n. 3 (732 SE2d 746) (2012) (citation modified). “[W]e review

de novo a trial court’s order granting or denying a motion to compel arbitration,” but

“the factual findings on which the ruling is based . . . will not be overturned unless

clearly erroneous.” C. R. of Thomasville, LLC v. Hannaford, 363 Ga. App. 581, 582

(871 SE2d 679) (2022) (citation modified).”The party seeking arbitration bears the

burden of proving the existence of a valid and enforceable agreement to arbitrate[,]”

and the question whether there is a valid agreement to arbitrate is “a matter of

contract . . . generally governed by state law principles of contract formation[.]” Id.

      The record shows that in January 2024, plaintiff Joonwoo Solutions, LLC and

Dawon entered into a written “service agreement” by which Joonwoo would perform

certain construction work on the battery facility for $6.8 million. This first agreement

contained the following provision:

      With the exception of any third party claim (impleader) asserted by
      Dawon against the SUBSUBCONTRACTOR [Joonwoo], if at any time
      any dispute, claim or controversy should arise between Dawon and
      [Joonwoo] with respect to any matter or thing arising out of or related to, or
      involved in any matter with this Agreement or with the construction project,

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      which dispute, claim or controversy is not controlled or determined by
      the dispute resolution procedures of the Subcontract, then such dispute,
      controversy of claim shall be settled by arbitration in accordance with the
      Construction Industry Arbitration Rules of the American Arbitration
      Association (“AAA”) and the Federal Arbitration Act. . . . This
      obligation to arbitrate survives any termination of this Agreement under
      other provisions thereof.


(Emphasis supplied.) The agreement also provided that in the event of Joonwoo’s

default, it “agree[d] to pay Dawon such reasonable attorney’s fees and related costs

as [it] may expend therein.” In a section entitled “Changes,” the agreement stated

that the parties would not change the terms of the contract without a written order.

That portion of the agreement further stated that the “Parties acknowledge that no

course of conduct or dealing between the Parties shall serve as a basis for any variation

of the requirements of the Agreement[.]”

       On August 26, 2024, the parties entered into a so-called “second agreement”

clarifying that Dawon would pay $1.4 million of the agreed amount by September 4,

2024. The second agreement, which was executed in Korean, also stated that Joonwoo

would “adhere to the schedule for the designated section works by August 31” and




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and would “make every effort to complete any defective or unfinished works by the

project’s conclusion.” Both parties signed this document.

      In February 2025, however, after conflicts arose over the work and payment,

Joonwoo filed this action against Dawon and other defendants, alleging that the

project had run into significant delays and that Dawon was indebted to it for more

than $2 million. Joonwoo alleged that under the August 26 agreement, Dawon was

required to pay Joonwoo $1.4 million and that this agreement, which amounted to a

change order, concerned work that was outside the scope of the original agreement.

Joonwoo conceded that the “full terms of repayment for that work were to be agreed

upon later.” Joonwoo set out counts for breach of contract based on the agreements,

along with unjust enrichment and quantum meruit.

      In May 2025, Dawon filed a motion to dismiss and to compel arbitration,

attaching the January 2024 service agreement and arguing that it contained a

mandatory arbitration clause which covered all disputes between it and Joonwoo

arising from the project. According to Dawon, although it had terminated the

agreement in December 2025 due to Joonwoo’s material breaches, the obligation to

arbitrate survived that termination. Thus, Dawon reasoned, dismissal of the lawsuit


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was appropriate, along with recovery of the attorney fees expended in enforcing the

arbitration provisions of the agreement.

      Joonwoo responded to the dismissal motion, arguing that the dispute between

it and Dawon stemmed from three separate agreements. Joonwoo claimed that after

executing the first agreement, the parties entered into the second agreement, which

did not reference the original agreement and was therefore independent of it.

Furthermore, Joonwoo argued, the parties then entered a third agreement, which was

not reduced to writing and concerned custodial services. Joonwoo claimed that the

arbitration agreement did not apply to it because it was a “subsubcontractor” under

the original agreement.

      The trial court held a hearing, after which it found that Joonwoo’s claims

related solely to the August 2024 second agreement. The trial court stated that on the

hearing date, Joonwoo filed a Second Amended Complaint, which removed portions

of the complaint which had been based on the parties’ original January 2024

agreement. The court then found that the second agreement did not contain an

arbitration clause and did not incorporate by reference the original agreement.

Therefore, the trial court denied Dawon’s motion to dismiss, noting, however, that


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it was not ruling on whether claims in the First Amended Complaint made under the

original agreement were subject to arbitration. The court explicitly limited its ruling

to Joonwoo’s claims under the second agreement. The trial court then certified its

ruling for review, and we granted Dawon’s timely application.

         On appeal, Dawon repeats its argument that the parties’ dispute is subject to

arbitration.1

         The parties’ first agreement was a six-page agreement accompanied by

seventeen appendices, which addressed the scope and quality of the work, insurance

coverage, the construction time schedule, and the timing and manner of payment. The

parties’ second agreement, executed in August 2025, consisted of a one-page

document written in Korean. Though the parties’ translations of this document differ

slightly, both versions of the second agreement are entitled “Agreement on Additional

Cost Handling for S-JV Project.” Both versions of the agreement also provided that

Joonwoo would adhere to the schedule for the designated work by August 31 and make

a good faith effort to complete the work by the project’s end. Neither version of the

second agreement describes the nature of the work that Joonwoo is to perform,


    1
        Dawon’s motion to strike Joonwoo’s brief is denied.
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addresses the many issues covered by the original agreement, or mentions arbitration

or dispute resolution.

      Given the abbreviated nature of the parties’ second agreement, the trial court

erred when it concluded that the second agreement was not subject to the arbitration

provisions of the first agreement. “[T]o determine if an existing contract has been

superseded and discharged, the parties must subsequently enter upon a valid and

inconsistent agreement completely covering the subject-matter embraced by the

original contract.” Samaca, LLC v. Cellairis Franchise, 345 Ga. App. 368, 372 (1) (813

SE2d 416) (2018) (citation modified). “Thus, terms of those contracts must

completely cover the same subject matter and be inconsistent.” Id.; see also Atlanta

Integrity Mtg. v. Ben Hill United Methodist Church, 286 Ga. App. 795, 797 (650 SE2d

359) (2007) (“Under the merger rule, an existing contract is superseded and

discharged whenever the parties subsequently enter upon a valid and inconsistent

agreement completely covering the subject-matter embraced by the original

contract.”) (citation modified). The second agreement did not supersede the first

agreement and was not “separate” from it because, as contemplated by the first, the

second “[arose] out of or [was related to . . . or involved in any matter with . . . the


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construction project,” such that any “dispute, claim or controversy is not controlled

or determined by the dispute resolution procedures” of any other agreement.

      In short, the second agreement here was not inconsistent with the original

agreement, nor did it begin to approach the broad scope of that agreement. Rather, the

second agreement concerned only cost and scheduling adjustments, and did not

address dispute resolution at all. Because the second agreement thus did not cover all

of the items involved in the first agreement, the first agreement’s arbitration provision

remained enforceable. See Simmons Co. v. Deutsche Financial Servs. Corp., 243 Ga.

App. 85, 90 (2) (532 SE2d 436) (2000) (“since all of the issues in the underlying suit

were compelled to arbitration, there was nothing left for the trial court to resolve . .

.”). The trial court therefore erred when it denied Dawon’s motions to compel

arbitration and to dismiss the complaint.

      Judgment reversed. Markle and Hodges, JJ., concur.




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