They Love the Deal. So Why Won’t They Sign?
The Signature Paradox: Why Korean Partners Hesitate, and What Korean Law Actually Says
Bridging Culture Worldwide | Client Advisory
Over more than twenty years of working with Korean companies, I keep running into the same paradox. A Korean partner is enthusiastic, has invested months in the relationship, and clearly sees the mutual benefit. Then the agreed documents arrive to be signed, and they hesitate, or simply do not sign.
Western teams read this as cold feet. It rarely is. The reluctance is usually not doubt about the deal. It is a reasonable response to how Korean law actually works.
Korea is a civil-law system with no consideration doctrine. Under the Korean Civil Act, a properly formed agreement is binding without the exchange of value that common-law systems require. The practical implication, which most U.S. lawyers miss: a document labeled “non-binding,” an MOU or a letter of intent, may already be an enforceable contract under Korean law, regardless of what either side intended. In Korea, the signature does the binding, not the consideration.
So a signed MOU carries weight on three layers at once. Legally, it may already be a contract. Culturally, it reflects a leadership-level decision with organizational commitment behind it, and walking it back signals that your word cannot be trusted. Reputationally, Korea’s senior business community is small and interconnected, and a company that treats MOUs as disposable will find future partners more guarded.
The mirror image is also true: the Western “immutable contract” assumption is partly wrong in Korea. There, signing formalizes the partnership, and the relationship is expected to keep adjusting the terms as conditions change. Korean law reinforces this. Good faith is not just a canon of interpretation; under Article 2 of the Civil Act it is an enforceable obligation. Two features compound the effect. Under the Standard Terms Regulation Act, boilerplate is not automatically enforceable even when signed, and surprising or onerous clauses must be specifically flagged or risk being void. And Korean mandatory rules, including PIPA, the Korea Fair Trade Act, and the National Core Technology framework, can override your choice of law where Korean operations, data, or technology are involved. The KFTA in particular can reach conduct that originates abroad.
BCW Take
After the ink dries, terms can be reopened. Staff rotate onto the project, arrive unfamiliar with prior compromises, and may press for changes. Korean management is highly hierarchical, the people who negotiate often cannot sign, and approvals can climb to quarterly board meetings. Even returning the executed copies can take weeks.
The takeaway is not to abandon documentation. It is to stop treating it as a friction-free formality. Build the relationship and the paperwork in parallel. Get Korean counsel to confirm whether your “preliminary” documents are already enforceable. Flag your boilerplate proactively rather than waiting for it to be challenged. Identify the Korean mandatory rules your deal engages at the drafting stage, not after a dispute. And budget for the hierarchy and board cycles that govern Korean sign-off.
The patience this requires is not a cost of doing business in Korea. It is the business of doing business in Korea.
BCW Client Spotlight: GUNSENS
GUNSENS is a Silicon Valley public-safety platform bringing privacy-first, AI-powered gun threat detection to Korea. Its devices detect a gun threat in under one second, with no cameras and no surveillance, and cut emergency response from minutes to seconds. The privacy-first design fits Korea’s PIPA framework, and the technology sits in the AI, mobility, and safety-technology lanes that Korean strategic investors are actively funding. The Bridging Culture Worldwide team is leading the GUNSENS Korea market entry and introductions.
Learn more: www.gunsens.com | Overview: GUNSENS deck | Contact: Don Southerton, dsoutherton@bridgingculture.com
South Korea seeks US visa rule changes after mass arrests spark outrage
I am quoted and contributed to the article …. Don Southerton
KIM JAEWON and PAK YIU
September 11, 2025 12:16 JST
Updated on September 11, 2025 14:47 JST
SEOUL/NEW YORK — Moon Young-ju could not contain his anger when he heard the news that over 300 South Koreans had been detained after U.S. immigration authorities last week raided a joint Hyundai Motor-LG Energy Solution battery factory under construction in the state of Georgia.
The 54-year-old former merchant protested in front of the U.S. Embassy in downtown Seoul on Wednesday with a yellow banner reading: “Yankees go home. Get out america army.”
“I came here because I was so upset,” Moon said after lighting a cigarette. “We invested as they demanded. We built factories as they demanded. It’s our blood, sweat and tears.”
Moon is not alone. South Korea’s government faces widespread public outcry and calls to stand up to the U.S. over the treatment of its arrested citizens, some of whom were seen in footage being led away restrained by body chains, although the two sides have since agreed to send the detained workers home this week on a charter flight.
The raid came as U.S. President Donald Trump pushes ahead with a crackdown on illegal immigration even as he demands that countries like South Korea make massive investments to build state-of-the art production facilities in America — part of his policy of “reshoring” manufacturing and reducing trade deficits.
South Korean President Lee Jae Myung said at a news conference on Thursday that the raid would likely make some companies from his country “hesitant” to carry out more large investments in the U.S. “Companies are quite taken aback. The fact is that they sent these workers to the U.S. not for the long term, but to set up machinery in a factory because there aren’t enough workers in the U.S. who know how to do that,” he said.
The raid and the accompanying national indignation have pushed Seoul to demand that Washington loosen visa rules for workers from abroad amid confusion about the status of the detained.
Lee expressed hope that authorities in the two nations could negotiate changes to visa regulations that would make it easier for South Korean firms to send workers to the U.S. for limited periods.
The government dispatched Foreign Minister Cho Hyun to Washington. The ministry said that he had a meeting with U.S. counterpart Marco Rubio on Wednesday, asking the secretary of state to set up a new visa category for South Korean workers.
He also told Rubio that South Koreans were “hurt and shocked” by the arrests of their compatriots, who came to the U.S. to contribute to the revival of the country’s manufacturing industry.
After arriving on Tuesday, he hosted a meeting with executives from eight South Korean companies operating businesses in the U.S., including LG and Hyundai Motor.
Company executives asked the minister to bring up with the U.S. the potential launch of a separate visa under the E-4 category — which currently covers certain classes of special immigrants — for South Korean professionals, as well as increasing approvals of E-2 visas — which cover professionals with advanced degrees and persons of exceptional ability — for South Korean companies investing in America. They also asked the U.S. government to clarify guidelines for B-1 visas, a short-term business visa that employees of South Korean companies get when they make work trips to the country. Many of the detained South Korean workers held such a visa.
Cho told the businesspeople that their concerns had already been conveyed to Washington and pledged to continue making efforts to ensure the smooth operation of South Korean companies investing in the U.S.
Moon Young-ju stands next to his protest banner near the U.S. Embassy in Seoul on Sept. 10. (Photo by Kim Jaewon)
South Korean companies complain that there is only a limited quota of B-1 visas, meaning they cannot get them when they need them.
“Sometimes we need to send our employees immediately,” said an industry source familiar with the issue, who also requested anonymity. “It’s not easy to set up a plan a year in advance. Many Korean companies raised this issue before. I’m very sorry that [the raid] happened before the problem was resolved.”
The incident has rattled Asian investors who have set up factories in the U.S. and highlights some of the labor difficulties foreign companies face. Companies are now wondering how they can set up and build manufacturing in the U.S. if they don’t have support from the authorities, said Don Southerton, a business consultant who works with South Korean companies such as Hyundai.
He anticipates some projects will slow down, and this will send ripples through America’s battery market. Southerton says the incident underscores the urgency of visa revisions that would allow expat engineers to work more effectively and streamline projects that will foster American manufacturing. Currently, he said, the visa system “allows them to teach how to use a screwdriver but doesn’t actually allow them to use a screwdriver. How can you show them how it’s done without actually demonstrating?”
On Monday, South Korea’s foreign minister said that resolving the visa issue is a precondition for the country to deliver the$150 billion in investments promised during a summit between the two allies last month.
“At the previous summit, there was a request for … [South] Korea’s large-scale investment, and we also responded to it. To achieve it, I would stress to the U.S. side that this visa issue is a precondition,” Cho told lawmakers before his trip to the U.S. capital.
In a post on Truth Social on Sunday, Trump said foreign companies were encouraged to legally bring “your very smart people, with great technical talent, to build World Class products.” He added, “We will make it quickly and legally possible for you to do so. What we ask in return is that you hire and train American Workers.”
Analysts said that South Korea needs to use its investment package as leverage to pressure the Trump administration into reaching an agreement on the issue.
“Because there are already pledges of large-scale investment, it should be possible to solve the visa quota issue within that framework,” said Jung Jae-hwan, a professor of international politics and economy at Inha University in Incheon.
“Of course the U.S. could impose new conditions, such as a certain portion of local hires, but at least they should be able to mitigate the recurrence of this kind of detention case.”
Additional reporting by Steven Borowiec.
South Korea seeks US visa rule changes after mass arrests spark outrage