Can You Sue a Korean Company Without a Written Contract?

Short Answer

Yes. A written contract is not always required to bring a contractual claim against a Korean company. Under Korean law, a contract may be formed through a meeting of offer and acceptance, including through emails, purchase orders (POs), invoices, messages, or actual performance.

In practice, the key issue is usually not whether a signed contract exists, but whether the existence and specific terms of the agreement can be proven with sufficient evidence.

---

Can You Sue Without a Written Contract?

Yes. In principle, contracts under Korean law do not always have to be in writing unless a specific law requires a particular form.

A binding agreement may exist if the parties' communications and conduct show a sufficiently clear meeting of minds on the essential terms of the transaction.

However, not every business discussion becomes a contract. The communications must show a sufficiently definite offer and acceptance, rather than only negotiations or preliminary discussions.

---

Can Emails, POs, or Messages Form a Contract?

Yes. Electronic communications may be important evidence of contract formation.

For example, a contract may be supported by:

• Emails confirming price or delivery terms
• Purchase Orders (POs)
• Invoices
• Quotations
• Bank transfer records
• Delivery records
• KakaoTalk, WhatsApp, or WeChat messages
• Meeting minutes or business correspondence
• Actual performance by the parties

Electronic documents are not denied legal effect merely because they are in electronic form. However, in litigation, the opposing party may dispute authenticity, such as who sent the message, whether the document was edited, or whether the record is complete.

For this reason, preserving original files, metadata, email headers, message exports, and complete conversation histories can be important.

---

What If the Parties Disagree About the Contract Terms?

The absence of a signed agreement often makes proving the specific contract terms more difficult.

Disputes frequently arise regarding:

• Price
• Payment terms
• Delivery obligations
• Product specifications
• Scope of services
• Deadlines
• Warranty or liability terms

In these situations, Korean courts will review the parties' communications, prior dealings, business practices, and subsequent conduct to determine what was actually agreed.

---

What Happens If Performance Has Already Begun?

Actual performance is often strong evidence that a contract existed.

For example:

• A supplier delivered goods.
• A customer accepted the goods.
• Payment was made in whole or in part.
• Services were provided and accepted.
• The parties continued acting as if the transaction was agreed.

Such conduct may support the existence of a contractual relationship even where no formal written contract was signed.

---

Are There Exceptions Where Writing Matters?

Yes. Although many contracts do not require a signed written document, some transactions may involve statutory form requirements or legal consequences if they are not in writing.

For example, certain types of agreements may require written form, notarization, registration, or other formalities depending on the nature of the transaction.

Therefore, before filing a claim, it is important to check whether the specific type of transaction is subject to any special form requirement under Korean law.

---

What Should You Do Before Filing a Lawsuit?

Before commencing litigation, it is advisable to gather and preserve all available evidence relating to the transaction.

This may include:

• Organizing communications chronologically
• Preserving original emails and attachments
• Exporting full message histories
• Collecting invoices, POs, quotations, and payment records
• Preserving delivery or acceptance records
• Identifying the point where offer and acceptance became clear

Early evidence preservation can significantly strengthen a later civil claim.

---

Key Takeaways

• A signed written contract is not always required under Korean law.
• A contract may be formed through offer and acceptance, including emails, POs, messages, and actual performance.
• The main issue is whether the existence and terms of the agreement can be proven.
• Electronic communications are useful, but authenticity and completeness may be disputed.
• Some transactions may require special formalities, so exceptions should be checked.
• Proper evidence preservation before litigation can materially improve the strength of the claim.

---

Conclusion

The absence of a signed written contract does not necessarily prevent a lawsuit against a Korean company.

In many cases, the outcome depends less on the existence of a formal contract and more on whether the available evidence clearly shows offer, acceptance, essential terms, and subsequent performance. A careful review of the transaction records at an early stage can often determine whether a contractual claim is practically viable.

---