Avoid Risks in Drafting English Contracts

Hello, I’m Attorney Kyusung Lee, a Korean-licensed lawyer specializing in international contracts and startup law.

As global commerce becomes increasingly accessible, English-language contracts are no longer exclusive to large corporations. Startups, mid-size companies, and individual business owners alike are now regularly required to draft or review contracts with foreign parties.

Yet a common misconception persists: “Can’t I just use good English?” or “Can’t I modify an existing template?”

⚠️ An English contract is not an “English document.” It is a legal document.   A single sentence — even a single word — can result in losses worth hundreds of millions of Korean won.

Why Must English Contracts Be Legally Airtight?

International contracts differ fundamentally from domestic Korean agreements:

  • Foreign law — not Korean law — may govern the contract
  • Disputes are more likely to be resolved through overseas arbitration or litigation
  • You will be at a significant disadvantage in time, cost, and information access if a dispute arises

Real-world consequences of contracts drafted without professional legal review:

✔ Unexpected liability for damages ✔ Inability to properly terminate the contract when needed ✔ Being forced to litigate in a foreign jurisdiction due to poorly drafted venue/arbitration clauses

What Makes a Lawyer Qualified for International Contracts?

Here is a brief overview of my background:

🎓 The Hotchkiss School (Connecticut, USA) 🎓 Brown University — Economics, Honors Graduate (Ivy League) ⚖️ Samsung Group Legal Team 📋 Korean Bar Association — Registered Startup Law Specialist

My role is not simply to be “a lawyer who speaks English.” It is to understand internationally recognized contract structures and design agreements that proactively protect my clients’ interests under Korean and international law.

Essential Elements of a Legally Sound English Contract

① Precise Identification of the Parties

✔ Exact legal entity name✔ Company registration number
✔ Registered address✔ Authorized representative

② Clear Scope of Transaction

✔ Purpose of the contract✔ Rights and obligations of each party
✔ Services or goods covered 

③ Payment Terms

✔ Pricing methodology✔ Payment deadline
✔ Currency of payment✔ Payment method

④ Delivery & Performance Schedule

✔ Delivery timeline✔ Liability for delays
✔ Acceptance criteria 

⑤ Warranties & Liability

✔ Quality warranties✔ Limitation of liability / indemnity
✔ Scope of damages 

⑥ Contract Term & Termination

✔ Duration of the contract✔ Termination procedure
✔ Grounds for termination 

Additional Clauses That Demand Extra Attention in English Contracts

① Governing Law & Jurisdiction

Which country’s law applies and where disputes will be resolved can completely determine the outcome and cost of any future dispute.

⚠️ Simply accepting the counterparty’s proposed governing law and jurisdiction clause is extremely risky. Always negotiate these terms before signing.

② Detailed Payment Conditions

• Currency and exchange rate risk allocation • Interest on late payments • Remittance method and responsibility for transfer fees   Ambiguity in any of these areas frequently leads to non-payment disputes or protracted litigation.

③ Force Majeure Clause

Wars, natural disasters, pandemics, and labor strikes — a well-drafted force majeure clause defines the scope of each party’s liability during such events and is an essential safeguard for all parties.

An English Contract Is Legal Architecture, Not Translation

Business English and Legal English are entirely different. A sentence that is grammatically correct may carry devastating legal consequences.

✔ Identify and remove or revise unfavorable clauses ✔ Proactively eliminate legal risks before they materialize ✔ Design a contract that will hold up in actual disputes   This requires a lawyer who simultaneously understands law, legal English, and international business practice.

When Should You Consult a Lawyer?

  • Starting a new business relationship with a foreign company
  • Receiving an English-language contract you cannot fully understand
  • Wanting to check whether existing contract terms put you at a disadvantage
  • Having a translation but being uncertain about its legal effect
⚠️ Proactive review is always safer and more cost-effective than responding to a dispute after the fact.
📞 Consultation: English Contracts & International Transactions Attorney Kyusung Lee (Direct): 02-6264-7604 Email: kyusungii@gmail.com Website: http://www.kyusunglee.com

#EnglishContract #InternationalContract #ContractDrafting #KoreanLaw #ContractReview #ForeignCompanyKorea #GoverningLaw #ForceMajeure #StartupLaw #KoreanAttorney #AttorneyKyusungLee #BusinessLawKorea

Leave a comment