choice of law clause

Commercial contracts almost always include a "choice of law clause" to reduce uncertainty.

In this, there is an important distinction to be made between a forum selection clause and a choice of law clause.

Consequently, most states will not honour choice of law clauses unless they are seen to have been included on a bona fide basis.

Then, choice of law clauses may specify which laws the court or tribunal should apply to each aspect of the dispute.

Parties to a contract may seek to prevent forum shopping by inserting a forum selection clause or a choice of law clause in their contract.

The contract used with C & L Enterprises was provided by the tribe and contained both an arbitration clause and a choice of law clause.

Unfortunately, it has a choice of law clause which makes it incompatible with the GNU GPL.)"

Consent may also derive from a pre-litigation agreement by the parties, such as a forum selection clause in a contract (not to be confused with a choice of law clause).

The case stands for the proposition that an express choice of law clause in a contract should be honoured as long as the agreement was bona fide and not against public policy.

However, a party cannot evade the Act by a choice of law clause providing for the contract to be governed by the law of some state other than the UK.

In the absence of a choice of law clause it is the law of the place the parties divorce, not the law of the state they were married that decides property and support issues.

A choice of law clause or proper law clause is a term of a contract in which the parties specify that any dispute arising under the contract shall be determined in accordance with the law of a particular jurisdiction.

So, if the contract does not make an express selection of the law to apply (see choice of law clause), the parties are deemed to have chosen to be bound by the law with which the contract has the closest and most real connection.

Another unique characteristic of contracts is that the parties can decide which law should apply for most purposes, and memorialize that decision into the contract itself (see forum selection clause and choice of law clause)-although not every jurisdiction will enforce such provisions.

In addition, there are already instruments out there which can be adopted with a simple choice of law clause to form part or all of that which governs the contract in the event of a dispute e.g. Principles of European Contract Law.

As an aspect of the public policy of freedom of contract, the parties to an agreement are free to include a forum selection clause and/or a choice of law clause and, unless there is a lack of bona fides, these clauses will be considered valid.

Therefore, in international contracts for the sale of goods between a U.S. entity and an entity of a Contracting State, the CISG will apply unless the contract's choice of law clause specifically excludes CISG terms.

Likewise, for litigation of commercial disputes arising out of unpredictable torts (as opposed to the prospective choice of law clauses in contracts discussed in the previous paragraph), certain jurisdictions attract an unusually high fraction of cases, because of the predictability afforded by the depth of decided cases.

Similarly, corporations are often formed under Delaware Corporations law, and contracts relating to corporate law issues (Mergers and acquisitions of companies, rights of shareholders, etc.) include a Delaware choice of law clause, because of the deep body of law in Delaware on these issues.

"The catalyst for that error appears to be the unfounded supposition that to determine whether there are any restrictions on the scope of the arbitral tribunals' authority, an arbitration provision contained within a contract must be examined in utter isolation without giving consideration to other significant contractual provisions, particularly including a choice of law clause."