Key Clauses Foreign Companies Must Review
When entering the Korean market or engaging Korean counterparties, foreign companies frequently encounter Korean-drafted English supply agreements — documents that look familiar on the surface but operate under entirely different legal assumptions. Based on years of advising both inbound foreign companies and Korean exporters, the single biggest source of preventable disputes is the unreviewed English contract.
1. Why English Supply Agreements with Korean Parties Carry Hidden Risks
Many English contracts used in cross-border transactions are drafted with Korean law or hybrid legal frameworks in mind — not Anglo-American common law as foreign parties might assume. This gap creates serious risk:
| ⚠️ A single clause can determine the scope of liability and the scale of damages. Supply agreements are especially dangerous because they involve repeated, long-term performance — an unfavorable structure signed at the outset can accumulate losses over years before the problem becomes apparent. |
2. Five Clauses Every Foreign Company Must Scrutinize
When reviewing an English supply agreement with a Korean counterparty, the following clauses demand close attention:
| Clause | What to Look For |
| Delivery & Delay Liability | Does late delivery trigger automatic penalties or immediate termination rights? |
| Limitation of Liability | Is liability uncapped? Unlimited exposure is a red flag — always negotiate a ceiling. |
| Force Majeure | Are the carve-outs balanced, or do they disproportionately benefit the Korean party? |
| Termination Rights | Can the other side terminate unilaterally with minimal notice while you cannot? |
| Governing Law, Jurisdiction & Arbitration | Are disputes locked into foreign courts or arbitration venues unfavorable to you? |
| 💡 These clauses often appear neutral in plain English but are strategically drafted to favor one party in dispute scenarios. Identifying the asymmetry before signing is the entire value of a proper contract review. |
3. Contract Review Is Dispute Prevention, Not Translation
Foreign legal teams sometimes treat English contract review as a translation exercise — checking language accuracy. That misses the point entirely. The real questions are:
- How will this clause be interpreted if a dispute actually arises in Korea?
- Which party does this structure favor under Korean law?
- What is the realistic worst-case exposure if this clause is triggered?
Our three-step review approach:
| Step | What We Do |
| ① Scenario Analysis | We model the dispute scenario: what happens if delivery fails, quality is disputed, or the counterparty terminates? |
| ② Asymmetry Identification | We identify every clause that is structurally skewed against your interests. |
| ③ Redline + Negotiation Logic | We provide revised language and the negotiation rationale to move your counterparty. |
4. Why Attorney Kyusung Lee — Background & Credentials
Attorney Kyusung Lee brings a rare combination of native English fluency, deep Korean legal expertise, and international corporate experience:
| Name | Attorney Kyusung Lee (이규성 변호사) |
| Firm | Korean Law Firm / International Transactions & Corporate Law |
| Education | Brown University (Economics), The Hotchkiss School |
| Career | Samsung C&T Legal Team, Managing Partner at Osung Partners, Partner at Wion Law |
| Practice Areas | International Contracts, English Contract Review, Foreign Investment, Corporate Law, Medical Litigation, Insurance Disputes |
| Credentials | Korean Bar Association Registered, CAMS (Certified Anti-Money Laundering Specialist) |
| Phone | 02-6264-7604 |
| kyusungii@gmail.com | |
| Website | http://www.kyusunglee.com |
| 💡 Attorney Lee views English contracts not as language documents but as risk architecture — and reviews them accordingly. |
An English supply agreement, once signed, cannot be unwound because “you didn’t understand it.” A single review before signature can prevent years of dispute and substantial financial loss. Even if the other side has already sent their draft — even if negotiations are well underway — there is almost always room to push back on unfavorable terms.
| ⚠️ If you are a foreign company negotiating a supply agreement with a Korean party, or a Korean company entering long-term cross-border supply relationships, do not sign before having the agreement reviewed by a specialist. |
| 📞 Legal Consultation Inquiry Attorney Kyusung Lee | 02-6264-7604 | kyusungii@gmail.com http://www.kyusunglee.com |
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Kyusung Lee Attorney at Law 
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