Kyusung Lee Attorney at Law

Hello, I am Kyusung Lee, Attorney at Law.

For business professionals preparing to enter overseas markets, one of the most carefully considered — and anxiety-inducing — tasks is drafting an international Partnership Agreement.

Global business goes far beyond simple cooperation; it is directly tied to a company’s survival. So how can you minimize legal risk and negotiate a contract that truly protects your interests? Below, I outline the essential checkpoints that every practitioner must address.

👤 Attorney Profile — Kyusung Lee

• Graduate of The Hotchkiss School (USA)
• Honors Graduate, Economics, Brown University (Ivy League)
• Registered Startup Specialist Attorney, Korean Bar Association
• Certified Anti-Money Laundering Specialist (CAMS)
• Former Legal Team, Samsung C&T Corporation — Construction Division (International Contracts & Dispute Resolution)

1. Why Is the Contract Everything in an Overseas Partnership?

When companies announce a partnership, it is far more than a handshake. A partnership is a legally binding relationship in which two or more business entities commit to cooperating for mutual benefit.

Partnering with a local operator who has established networks and technical expertise can generate powerful synergies when entering a foreign market. However, when disputes arise from differing legal systems and business cultures, the resulting losses can far exceed those of a domestic transaction. Ultimately, every aspect of risk management begins and ends with the contract.

2. Five Essential Elements Every Practitioner Must Address

① Party Identification and Capacity

The counterparty’s precise legal name and registered address are baseline requirements. More critically, you must verify that the person signing on behalf of the foreign entity has actual authority to bind the company — without this, the contract may be unenforceable.

② Scope of Cooperation and Exclusivity

Clearly define the purpose of the partnership, and specify whether your company retains the right to engage other partners in the same territory (non-exclusive arrangement) or whether the counterparty is granted exclusive rights for that market.

③ Capital Investment and Currency Risk

Beyond profit-sharing structures, cross-border transactions require upfront agreement on who bears the risk of currency fluctuation, and how withholding taxes on remittances will be handled. Leaving these issues unaddressed can erode returns significantly.

④ Governance and Decision-Making

Establish clear protocols for resolving deadlocks when partners disagree. Defining each party’s authority and accountability in advance prevents operational delays and protects the venture from being paralyzed by internal disputes.

⑤ Governing Law and Dispute Resolution

The choice of which country’s law governs the contract — and where disputes will be heard — is one of the most strategically significant decisions in international contracting. In practice, inserting an arbitration clause designating a neutral third country such as Singapore or Hong Kong often provides the most balanced and enforceable outcome.

3. An Easy Risk to Overlook: Mandatory Laws

A common mistake among practitioners is assuming that their chosen governing law will control all aspects of the relationship. In international partnerships, however, the mandatory laws of the local jurisdiction may override contractual provisions — regardless of what the agreement says.

💡 Illustrative Case

A Korean company entered into a distribution partnership in the Middle East with an explicit termination clause. Despite this, the local ‘commercial agency protection law’ took precedence over the contractual provision, potentially exposing the Korean company to a substantial compensation claim. Standard-form contracts that ignore jurisdiction-specific regulatory regimes can become a liability rather than a safeguard.

4. Can You Rely on AI Translation for English Contracts?

Many companies now use tools like ChatGPT to translate or draft contract documents. However, in legal drafting, a single word or nuance can shift the balance of rights and obligations entirely.

• Shall vs. May: The difference between an obligation and a permission can determine whether a penalty clause triggers — potentially worth hundreds of millions of won.
• Indemnification: The scope of indemnification — how broadly it is defined — determines the extent of a party’s exposure to liability.

An attorney who is fluent in English but lacks legal expertise is dangerous. So is a lawyer with strong legal knowledge but limited command of business English. The reason expert review is indispensable is that it requires someone who understands both the law of each relevant jurisdiction and the realities of global business practice.

🛡️ Attorney Kyusung Lee — Legal Advisory for English Contracts

Attorney Kyusung Lee is a partner attorney at a Korean law firm, a graduate of The Hotchkiss School and Brown University (Economics, Honors), a registered startup specialist attorney with the Korean Bar Association, and a Certified Anti-Money Laundering Specialist (CAMS).

Going beyond simple translation, Attorney Lee provides contract drafting services grounded in a deep understanding of each client’s business model — producing agreements that serve as a genuine legal shield.

• Drafting and review of international partnership and joint venture (JV) agreements
• Jurisdiction-specific regulatory risk analysis and solution design
• Specialist translation and revision of English-language contracts

Do not let a carelessly reviewed clause become a boomerang that returns to harm you. Consult with a specialist today.

📧 Email: kyusungii@gmail.com

📞 Tel: 02-6264-7604

Partner Attorney, Law Firm

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