Kyusung Lee Attorney at Law

A Practical Checklist for Foreign Entrepreneurs, Creators, and Investors in Korea

Attorney Kyusung Lee | International Contracts · Startup Law · Legal Counsel for Foreigners in Korea

About Attorney Kyusung Lee

Education	Brown University – B.A. Economics, with honors / The Hotchkiss School
Credentials	Korean Bar Association Certified Startup-Specialized Attorney / CAMS (Anti-Money Laundering)
Experience	Former Legal Counsel, Samsung C&T Construction / Former Equity Research Analyst, BofA Merrill Lynch
Contact	+82-2-6264-7604 | kyusungii@gmail.com | http://www.kyusunglee.com

If you are a foreign entrepreneur considering business activities in Korea, I provide personalized one-on-one consultations — from contract review to dispute resolution. Please feel free to reach out through the contact details above.

“It’s in English, So It Must Be Fine” — Why That Assumption Is Dangerous

This is one of the most common — and most costly — assumptions made by foreign business owners and creators when signing contracts with Korean companies.

Even if your contract is written in English, Korean law may still apply if the contract is performed in Korea or involves a Korean party. The language of the document does not determine the governing law.

Korea has distinct statutory provisions governing contract validity, enforceability, governing law, and jurisdiction. Simply drafting a contract in English does not exclude Korean law from applying.

For example, if your contract includes a clause such as “Governing Law: Laws of the Republic of Korea” or “Jurisdiction: Seoul District Court,” any dispute will almost certainly be governed by Korean law and resolved before a Korean court.

Conversely, even if a contract designates a foreign governing law or a foreign court, if the contract is performed in Korea or one of the parties is a Korean company, Korean courts or Korean law may still have jurisdiction or apply in practice.

This is why English-language contracts involving Korean parties must be reviewed and adjusted for the Korean legal environment — by someone who knows both.

Key Clauses to Review in Any Contract with a Korean Company

(1) Governing Law Clause

Korean Private International Law (KPIL) respects party autonomy — the parties’ right to choose which law governs their agreement. But it also contains mandatory provisions that can override that choice.

KPIL Article 20 – Mandatory Provisions Regardless of the designated governing law, any mandatory provisions of Korean law shall apply to the legal relationship if, in light of their legislative purpose, they are deemed essential.

KPIL Article 22 – Application of Korean Law in Certain Circumstances When a foreign law is designated as the governing law, but that foreign law requires the application of Korean law, then Korean law shall apply. Exceptions exist where the parties have expressly chosen the governing law.

In practical terms: even where parties have chosen a foreign governing law, Korean law may still apply if the contract’s performance or outcome is closely connected to Korea. Contracts executed or performed in Korea require careful attention to these provisions.

(2) Jurisdiction and Dispute Resolution Clause

If this clause is absent or imprecise, a dispute can quickly become a procedural quagmire — with both sides disagreeing over which country’s court has jurisdiction and what rules apply.

When a foreign party contracts with a Korean company, the agreement should specify in advance whether disputes will be resolved by a Korean court, a foreign court, or arbitration.

• Korean court jurisdiction: Consider procedural costs, language barriers, and the need for local legal representation.
• Foreign court jurisdiction: Verify whether a judgment from that court will actually be enforceable in Korea before assuming you can collect.

(3) Korean Business Customs and Practical Realities

Foreign parties unfamiliar with Korean business culture may find that actual contract performance does not match their expectations — even when the written terms seem clear.

In Korea, it is common for oral agreements to precede written documentation, and for corporate seals or signatures to be handled more informally than foreign parties expect. These practices can create significant legal risk for foreign parties.

While Korean law does not require all contracts to be in writing to be legally binding, having a written contract is far more advantageous for purposes of proof and enforcement. Preparing both an English-language version and a bilingual Korean-English version is strongly advisable.

Korean companies may also request official corporate seals (인감) or notarized powers of attorney. Foreign parties should confirm in advance whether these formalities are required and ensure their own documentation meets Korean procedural standards.

Real Disputes That Arise When These Issues Are Overlooked

The following types of disputes occur regularly in practice:

• ✓ Inadequate contract performance due to the absence of specific, measurable performance standards
• ✓ Ambiguous payment, settlement, or revenue-sharing terms in advertising, sponsorship, and content collaboration contracts
• ✓ Uncertainty over which court to approach when governing law and jurisdiction clauses are missing or conflicting
• ✓ A gap between what the English contract says and what the Korean company actually did — based on oral understandings or email exchanges

To minimize these risks, consult an attorney with genuine expertise in both Korean law and international commercial practice.

Final Advice from Attorney Kyusung Lee

A contract with a Korean company is not automatically safe simply because it is written in English. If you are a foreign businessperson or creator operating in Korea or collaborating with a Korean company, you must verify:

• How governing law, jurisdiction, and performance conditions are set in your contract; and
• How local Korean business customs and statutory mandatory rules may affect the contract in practice.

A single clause — or a missing clause — can escalate into a serious legal dispute. Have your contract reviewed by an attorney well-versed in Korean law before you sign.

Whether you need a contract reviewed, advice on structuring a transaction, or representation in a dispute — Attorney Kyusung Lee is here to help.

Tel: +82-2-6264-7604  |  kyusungii@gmail.com  |  http://www.kyusunglee.com

Attorney Kyusung Lee  |  International Contracts · Startup Law · Legal Counsel for Foreigners in Korea

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