Contract Review Lawyer
Contract Review Lawyer | What to check before you sign
Contract review is a legal advisory service where a lawyer checks a draft contract before it is signed, identifies clauses that create legal risk, and suggests revisions. Because a contract is a binding agreement between the parties once signed (민법 제105조), most disputes arise not from what the law says by default, but from what the parties specifically wrote into the contract. A short review before signing is generally far less costly than litigation after a dispute has already occurred.
Contract Review | Clauses that decide the outcome of a dispute
Most contract disputes trace back to a handful of clause types. Reviewing these carefully before signing prevents the majority of later problems.
Liability and damages clauses
Liquidated damages or penalty clauses are presumed to be pre-estimated damages, and a court may reduce an excessive amount but generally cannot increase it (민법 제398조). Whether a clause is drafted as a 'penalty' or as 'liquidated damages' changes how a court treats it, so this wording should be checked line by line rather than assumed to be standard boilerplate.
Termination and cancellation clauses
Contracts often list specific termination triggers, notice periods, and the consequences of termination (return of deposits, wind-down obligations). If the contract is silent, default rules on rescission for non-performance apply (민법 제544조), but relying on default rules instead of clear drafting often leads to disputes over exactly when and how the contract ended.
Warranty and indemnity scope
In sale or supply contracts, the scope of warranty against defects and the time limit to raise a claim are frequently narrowed or shortened by the parties' own agreement (민법 제580조, 제582조). Buyers should check whether the contract shortens the statutory notice period, and sellers should check whether the warranty scope has been expanded beyond the default rule.
Dispute resolution and governing law
Jurisdiction clauses, arbitration clauses, and choice-of-law provisions determine where and how a dispute will actually be resolved if the relationship breaks down. For cross-border contracts in particular, an arbitration clause referencing the Arbitration Act (중재법) can significantly change the cost and speed of resolving a future dispute compared to litigation.
Contract Review | Different contract types raise different issues
A supply contract, a lease, an employment contract, and an M&A agreement each carry a distinct set of typical risk points, even though they are all just 'contracts' in a general sense.
Supply and service contracts
Key issues include the precise definition of the scope of work or goods, payment milestones, delay penalties, and intellectual property ownership over any deliverables created during performance. Ambiguous scope-of-work language is one of the most common sources of later billing disputes.
Commercial lease contracts
Commercial tenants are generally entitled to claim renewal of the lease for up to ten years from the start of the lease term, and this right can be limited by specific grounds such as rent arrears (상가건물 임대차보호법 제10조). Whether the lease properly reflects the tenant's right to claim compensation for key money (권리금) is also a frequent point of dispute.
Employment and consulting agreements
Working conditions such as wages, working hours, and grounds for termination must be clearly stated, and terms that fall below the minimum standards set by the Labor Standards Act are void even if the employee agreed to them (근로기준법 제15조). Non-compete and confidentiality clauses also need to be checked for reasonableness in scope and duration to be enforceable.
M&A and investment agreements
Representations and warranties, indemnification caps, and closing conditions are the clauses that most often become the basis of a later claim between buyer and seller. A due diligence gap that isn't addressed by a corresponding warranty or indemnity clause can leave a buyer with no contractual remedy even after a real problem surfaces post-closing.
Contract Review | From intake to final review opinion
You share the draft contract along with a short description of the deal (what is being exchanged, with whom, and any specific concerns you already have).
The lawyer reviews each clause against the relevant statutes and typical dispute patterns for that contract type, flagging ambiguous, one-sided, or legally void terms.
You receive a written opinion explaining the risk in plain terms, along with suggested redline revisions or alternative clause language where relevant.
If needed, the lawyer can help you prepare talking points or a counter-draft to send back to the other party, or join a negotiation call.
Once the other party's response is reflected, a final check confirms that the agreed changes are correctly incorporated into the version you actually sign.
Contract Review | How contract review fees are set
Fees generally depend on the length and complexity of the contract, the number of clauses requiring detailed analysis, and whether the contract involves a foreign-language version or cross-border elements.
A one-off review of a single contract is priced differently from an ongoing advisory arrangement covering multiple contracts over time, such as a monthly retainer for a business that signs contracts regularly.
If the engagement extends beyond a written opinion to include drafting a counter-proposal or joining negotiation calls, this is typically billed as an additional scope rather than included in the base review fee.
A review requested with a short signing deadline may carry an added fee given the compressed turnaround time required.
※ Costs vary depending on case complexity and specific circumstances; exact fees will be provided during consultation. No specific outcome is guaranteed.
Contract Review | Self-Check Before You Sign
1️⃣ Before Any Signature
- Have you read every clause yourself at least once, not just the summary the other party gave you?
- Is the counterparty named in the contract the same legal entity you actually negotiated with?
- Are all blank spaces, exhibits, and attachments filled in and attached — not left for 'later'?
- Does the contract match what was verbally agreed, with nothing quietly added or removed?
2️⃣ Supply / Service Contracts
- Is the scope of work or goods defined specifically enough to avoid a later dispute over what was included?
- Are payment terms, milestones, and late payment interest clearly stated?
- Is it clear who owns intellectual property created during the project?
- Are the grounds and process for termination spelled out, including notice periods?
3️⃣ Commercial Lease Contracts
- Does the lease term and renewal right match your understanding of the ten-year protection under 상가건물 임대차보호법?
- Is the key money (권리금) arrangement, if any, reflected in writing?
- Are the conditions for return of the deposit and restoration obligations at move-out clear?
- Have you confirmed the landlord is the actual registered owner or has authority to lease the space?
4️⃣ Employment / Consulting Agreements
- Do the stated wage, working hours, and leave terms meet at least the minimum standards under 근로기준법?
- Are the grounds for termination and notice period clearly defined?
- If there is a non-compete clause, is its duration and geographic scope reasonable enough to be enforceable?
- Is confidential information clearly defined, rather than described in vague, catch-all terms?
5️⃣ M&A / Investment Agreements
- Do the representations and warranties cover the specific risks found during due diligence?
- Is there an indemnification cap, and does it reasonably match the deal size?
- Are closing conditions and any post-closing adjustment mechanisms clearly described?
- Is the governing law and dispute resolution clause (litigation vs. arbitration) suitable for a cross-border deal, if applicable?
