Sunday, November 30, 2014

Korea Perspective: Chapter 5, Revise and Amend

Chapter 5

Revise and Amend 

I was once told that in Korea the purpose of signing a contract or agreement was essentially to formalize the partnership. Over time terms would be subject to change and re- negotiation.

My Korea facing experience has been that the contract fundamentally solidifies the working relationship.  However, to maintain the partnership contractual obligations the contract will require on-going changes to reflect business conditions. In contrast a legal agreement in the West is immutable.

Major differences in how Korean and Westerners perceive legal agreements can  surface during the negotiation stage and even after the contract is in place. In particular, requests by Korean teams for change after change and alterations to a Western company’s standard agreements and contracts can cause considerable frustration, especially for their legal counsel. In the West some “red lining” of a document may take place but legal teams may see unprecedented levels of questioning the most basic contractual language. Great patience may be required to walk Korean teams through the Western legal terminology and clarifications of what cannot be changed within the document to maintain compliance with international laws.

Finally, it is not uncommon for terms to be re-visited and questioned by other departments—often with limited or no international legal or business experience_-- despite months of work between the Western and Korean lead teams! 

As the Ink dries
Perhaps of more concern is that terms mutually agreed within the binding agreement can be subject re-interpretation. Over time, as Korean team members are reassigned to the project, the new staff will be unfamiliar with previous compromises and understandings. This new staff, often in response to changing business conditions, will have different expectations and want to implement fundamental changes that alter the agreement.  This will require amending the original agreement with all the associated time and costs. In the worst cases, Western companies will not be open to altering what they feel is fair and binding, resulting in seriously jeopardizing the relationship and creating potential legal action. 

Look for Part 2 of Chapter 5.... in which we will share hints to overcome impasses in both the negotiation stage and on-going relations.


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