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This article highlights the importance of modifying standard choice-of-law provisions in a contract to cover not only how the contract should be construed, but also to cover all of the different types of claims that may arise out of or in connection with their contractual language. 

Specifically, many jurisdictions will not apply a standard choice-of-law clause to tort claims arising in connection with the contractual relationship.  For example, here is a typical choice of law provision that would likely be vulnerable to such an attack:  “This contract shall be governed by and interpreted in accordance with the laws of [a designated State], excluding such State’s conflict of law principles.”

Now here’s a better choice-of-law clause to potentially alleviate this issue: “This contract shall be governed and construed in accordance with the laws of [selected State], excluding that State’s choice-of-law principles, and all claims relating to or arising out of this contract, or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of [selected State], excluding that State’s choice-of-law principles.”

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