Advising a payment intermediary platform on whether a clawback of preferential card fees was justified and how to respond

This matter concerned preferential card fees for small and medium-sized merchants applied to an online payment intermediary platform. A card company was reviewing whether applying those fees had been proper, on the ground that the actual suppliers of goods and services were different from the platform operator.

On behalf of the company operating the platform, Attorney Jaehoon Lee reviewed the lawfulness of applying the preferential fees, whether the difference in fees already paid could be recovered, and the related contractual liability.

The main issues were whether the payment intermediary platform qualified as a sub-merchant eligible for preferential fees under the rules governing the specialized credit finance business, and whether the preferential fees could be disallowed merely because the actual suppliers were different from the platform operator.

Also under review were whether the card company had a claim for recovery, whether amounts could be deducted from settlement payments made through the payment gateway (PG) company, personal information protection issues arising from submitting transaction data, and follow-on risks such as contract termination.

Attorney Lee analyzed the relevant financial regulations, the agreements between the card company and the PG company, and the platform's terms of use, and reviewed the legal status of sub-merchants and the requirements for applying the preferential fees.

He also analyzed the legal basis for a recovery claim, focusing on the contractual refund and settlement provisions and the law of unjust enrichment, and proposed responses to deductions from settlement payments and to contract termination.

In addition, he reviewed the legal effect of the explanatory materials to be submitted to the card company, and advised on how to describe the transaction structure, the scope of personal information to be provided, and how to manage supporting documents in preparation for further inquiries.

We advised that, based on the transaction structure and contractual relationships confirmed, it was difficult to conclude that applying the preferential fees had been improper or to recognize the card company's claim to recover them.

We also developed a step-by-step response plan for maintaining the position that no repayment obligation existed while responding to the card company's requests for materials, and for any future recovery or deduction from settlement payments.