Kyusung Lee Attorney at Law

Hello, I am Kyusung Lee, Attorney at Law.

As Korean companies increasingly expand overseas, I have seen a significant rise in the number of in-house counsel and business professionals seeking legal review of English-language contracts. A Supply Agreement, in particular, should be more than a simple promise to buy and sell goods — it must serve as the strongest possible shield protecting your company from unforeseen international disputes.

Yet in practice, many companies still use template contracts without proper customization, or limit their review to translation accuracy alone, resulting in substantial losses. Below is an essential guide to drafting English Supply Agreements — including real dispute examples — that every international trade professional should know.

🔎 Key Elements of an English Supply Agreement

A simple translation of a Korean contract is risky. The agreement must accurately reflect international commercial practice and the applicable legal framework.

1. Identifying the Parties and Product Specifications

Do not merely list company names — clearly identify the Legal Entity for each party. Product Specifications should be attached as an Exhibit to the agreement, establishing a clear basis for liability in the event of quality standard violations.

2. Proper Use of Incoterms 2020

The Incoterms designation must be explicitly stated, as it determines who bears transportation costs and at what point risk of loss transfers. Rather than simply writing ‘FOB,’ the industry standard is to specify the version: ‘FOB [Named Port of Shipment] Incoterms® 2020.’

3. Governing Law and Dispute Resolution

This clause determines which country’s law governs the contract in the event of a dispute, and whether disputes will be resolved through litigation or arbitration. Given the significant cost and time burden of overseas litigation, it is often strategically advantageous to include an arbitration clause referring disputes to the Korean Commercial Arbitration Board (KCAB) or the Singapore International Arbitration Centre (SIAC).

💡 ‘Toxic Clauses’ to Watch Out For — A Real Case Study

One of the most common disputes in international supply agreements involves the unexpected scope of damages liability.

Case Study: Indirect Damages Liability

Korean company A entered into a supply agreement to provide components to overseas buyer B. Due to production delays, the shipment was late. Company B then claimed compensation for ‘Lost Profits,’ arguing that the missing components had forced a shutdown of its factory operations.

Had the contract not contained an Exclusion of Consequential Damages clause, Company A could have faced liability for damages many times the value of the components themselves.

✅ Attorney’s Tip: When drafting English contracts, always include a Limitation of Liability clause capping damages at a fixed percentage of the contract value, and an exclusion of liability for indirect or consequential damages. Without these protections, your company’s financial exposure can be enormous.

⚠️ Common Drafting Pitfalls to Avoid

1. Eliminate Ambiguous Language

Vague expressions such as ‘Reasonable effort’ can be heavily disputed later. Be aware that ‘Best efforts’ and ‘Reasonable efforts’ carry different legal obligations under common law, and where possible, specify concrete timelines and measurable standards.

2. Establish Language Precedence

When executing a contract in both Korean and English, you must designate a Prevailing Language to avoid interpretation conflicts if discrepancies arise between the two versions.

3. Entire Agreement Clause

This clause ensures that any promises made via email or verbally prior to signing are superseded by the written contract. If important terms were discussed and agreed during negotiations, they must be expressly incorporated into the final agreement.

👤 About Attorney Kyusung Lee

• Graduate of The Hotchkiss School (Lakeville, Connecticut, USA)
• Honors Graduate, Brown University — Economics (Ivy League)
• Former Legal Team, Samsung Group

These experiences gave me not only fluency in English, but a deep understanding of international business culture, contracting norms, and in-house corporate legal practice. As a registered attorney with the Korean Bar Association, I focus my practice on corporate legal advisory, drafting and review of English-language contracts, and counsel on international transactions and foreign investment.

My role is not simply to be ‘a lawyer who speaks English’ — it is to understand how contracts work in the international arena and to design agreements that proactively protect Korean companies from risk.

⚖️ Attorney Kyusung Lee — Your Trusted Legal Partner

A single word or comma in an English supply agreement can mean the difference between tens of millions in losses and comprehensive legal protection. This is a highly specialized field.

Drawing on extensive experience advising on international transactions, I provide tailored contract review services aligned with your company’s specific business needs. My advisory goes beyond catching grammatical errors — I offer strategic counsel grounded in the legal systems of counterparty jurisdictions and the latest developments in international case law.

If you are preparing for an international transaction and have concerns about your contract, please do not hesitate to contact Attorney Kyusung Lee. I am committed to presenting the most effective strategy for protecting your company’s interests.

Thank you.

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