Kyusung Lee Attorney at Law

Hello. I’m Attorney Kyusung Lee, a Korean lawyer specialising in international contract drafting and review — including English-language agreements for foreign companies doing business with Korean counterparties.

Many companies — both Korean and foreign — try to manage contract costs by having internal teams draft English agreements, or by making only minor edits to a contract sent over by the other side.

⚠️ The Hidden Risks Conflicts between international standards and Korean-style contract languageStructural imbalances in rights and obligationsUnintended over-expansion of liability exposure An English contract is a legal instrument that can determine the fate of your business. Strategic legal review to protect your interests is not optional — it is essential.

5 Patterns That Turn Korean-Style Contracts into Disputes

One of the most common problems foreign companies encounter when contracting with Korean partners — and Korean companies encounter when dealing with foreign counterparties — is the direct translation of Korean contractual conventions into English. Language that feels natural in a Korean context often carries a different legal meaning internationally, or fails to create enforceable obligations at all.

01  Vague Aspirational Language — ‘Best Efforts’, ‘Mutual Agreement Later’

💬 Phrases commonly translated from Korean contracts “Detailed terms shall be agreed upon mutually at a later date.””Each party shall use its best efforts to perform.””The parties shall endeavour to maintain a cooperative relationship.”

In Korean business culture, these expressions signal flexibility and goodwill. In international contracts governed by English common law or civil law systems, they frequently fail to create legally binding obligations — and courts often refuse to enforce them as concrete duties.

International contracts require each clause to clearly state: whether an obligation is binding, the precise scope of what is required, and what happens if it is not performed. Any clause likely to be disputed should be redrafted to specify obligations in concrete, measurable terms.

02  Good Faith Clauses — The Jurisdiction Problem

Because good faith is a foundational principle of Korean civil law, Korean drafters naturally include it in international contracts. The problem is that the scope and effect of a Good Faith obligation varies enormously depending on the governing law.

Governing Law	Good Faith Interpretation
Some U.S. States	Strong implied duty of good faith recognised
English / Singapore Law	General Good Faith duty interpreted narrowly or not implied
Korean Law	Broad foundational principle under the Civil Act

✅ Practical Note: A Good Faith clause should not be inserted automatically. Its design must be tailored to the governing law and the overall contract structure.

03  ‘Additional Costs Subject to Separate Agreement’ — A Practical Gap

“Additional costs shall be determined through separate mutual agreement.”

This clause — a staple of Korean-style contracts — provides no guidance on what triggers additional costs, what happens if negotiations fail, or how amounts are to be calculated.

A foreign counterparty can easily argue that no agreement was ever reached on additional costs, making any claim effectively unenforceable without expensive litigation. While unjust enrichment claims may be available, they are slow and costly. The correct approach is to define cost-escalation mechanisms clearly at the drafting stage.

04  Contract Term Without Termination Provisions

Korean contracts often specify a contract term but include only a general statement that it ‘may be modified by mutual agreement.’ In international contracts, this creates a significant structural gap: the conditions for ending the relationship are undefined.

⚠️ In international contracts, the Contract Term and Termination Conditions must be addressed as separate provisions. Grounds for termination, required notice, procedures, and post-termination obligations must all be clearly defined.

If a counterparty refuses to cooperate on termination, a contract with no clear exit mechanism can trap your business in a relationship that has become commercially or legally untenable.

05  Unclear Acceptance Criteria

“Acceptance shall be deemed complete following mutual consultation.”

Acceptance provisions are among the most commercially significant clauses in any contract — they govern payment triggers, delay liability, and warranty obligations. Vague acceptance language gives a counterparty maximum flexibility to argue whatever position suits them at the time: claiming acceptance has not occurred to delay payment, or that it has occurred to avoid warranty obligations.

✅ Acceptance clauses must specify: the criteria for acceptance, the items or deliverables to be tested, the timeline for completion, and the procedure for handling rejection.

Conclusion: An English Contract Is a Legal Architecture, Not a Translation

Korean-style contracts often use flexible, relationship-preserving language to avoid confrontation. In international agreements, that same language becomes a liability — because foreign counterparties will interpret ambiguity in their own favour.

Effective English contract work is not translation. It requires analysing the legal effect of each clause, identifying problematic language in the draft, and redrafting provisions to meet international standards while protecting your client’s specific interests.

Attorney Kyusung Lee reviews contract drafts to identify risk language and proposes revisions aligned with international standards. If you are entering into an English-language agreement and want to ensure your position is properly protected, please get in touch.

Contact Attorney Kyusung Lee

📞 02-6264-7604 Attorney Lee handles all consultations personally. Please mention you found us online. ✉️  kyusungii@gmail.com Email inquiries welcome — especially for clients based overseas or outside business hours. 🌐 http://www.kyusunglee.com

Attorney Profile

Name	Attorney Kyusung Lee
Education	Brown University — B.A. in Economics (Honors)
Experience	Samsung C&T Legal Counsel / BofA Merrill Lynch Equity Research Analyst
Credentials	Korean Bar Assoc. Startup Specialist / CAMS
Practice Areas	English Contract Drafting & Review, International Contracts, Foreign Investment, Startup Law, Medical Litigation
Contact	02-6264-7604 | kyusungii@gmail.com
Website	http://www.kyusunglee.com

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