Choice-of-Law Clauses

A choice-of-law clause is a contractual provision that selects a law to govern the contract. These clauses facilitate settlement by identifying the law that will be applied to resolve future disputes, thereby allowing the parties to more accurately assess the strength of potential claims. They also reduce the costs of litigation by making it unnecessary for a court to conduct a choice-of-law analysis.

A Primer on Choice-of-Law Clauses

By John F. Coyle

March 27, 2022 posted in: Choice-of-Law Clauses

A choice-of-law clause is a contract provision that selects the law to govern the contract and claims relating to the contract.

Recent Posts

Missed Opportunities in Great Lakes

By John F. Coyle

September 5, 2023 posted in: Choice-of-Law Clauses

In the 1994 film, Clerks, the main character works at a quick-stop grocery store in New Jersey. On his day off, he gets a call from his boss asking him to cover the shift of another employee. As he grapples with a stream of difficult customers during the course of this unexpected shift, he keeps…

Thoughts on the Respondent’s Brief in Great Lakes

By John F. Coyle

August 22, 2023 posted in: Choice-of-Law Clauses

In a prior post, I surveyed the facts, procedural history, and potential significance of Great Lakes Insurance SE v. Raiders Retreat Realty Co., LLC, an upcoming Supreme Court case about the enforceability of choice-of-law clauses in maritime insurance contracts. In a subsequent post, I shared some thoughts about the brief filed by the petitioner, Great Lakes Insurance SE (GLI). In this…

Drawing Inferences from CISG Opt-Outs

By John F. Coyle

July 27, 2023 posted in: Choice-of-Law Clauses

The United Nations Convention on Contracts for the International Sale of Goods (CISG) and the Uniform Commercial Code (UCC) both supply rules to govern contracts for the sale of goods. The UCC applies to purely domestic transactions. The CISG applies to many international transactions. When a contract involves the mixed sale of goods and services,…

Restatement (Second) of Conflict of Laws § 187

Uniform Commercial Code § 1-301

Statutes Directing Courts to Enforce Choice-of-Law Clauses

Statutes Directing Courts to Ignore Choice-of-Law Clauses

John F. Coyle, The Mystery of the Missing Choice-of-Law Clause, 56 U.C. Davis L. Rev. 707 (2022) (SSRN)

Stephen J. Choi, Robert E. Scott, and Mitu Gulati, Investigating the Contract Production Process, 16 Capital Markets Law Journal, 414 (2021)

Gary Born and Cem Kalelioglu, Choice-of-Law Agreements in International Contracts, 50 Ga. J. Int'l & Comp. L. 44 (2021) (Georgia)

Mark C. Weidemaier & Mitu Gulati, Unlawfully-Issued Sovereign Debt, 61 Va. J. Int'l L. 553 (2021) (SSRN)

John F. Coyle, A Short History of the Choice-of-Law Clause, 91 Colo. L. Rev. 1147 (2020) (SSRN)

John F. Coyle & Christopher R. Drahozal, An Empirical Study of Dispute Resolution Clauses in International Supply Contracts, 52 Vand. J. Transnat’l L. 323 (2019) (SSRN)

John F. Coyle, Party Autonomy and the Presumption Against Extraterritoriality, 55 Willamette L. Rev. 559 (2019) (SSRN)

John F. Coyle, The Role of the CISG in Canadian Contract Practice, 39 J.L. & Com. 65 (2019) (SSRN)

Julian Nyarko, We’ll See You in . . . Court! The Lack of Arbitration Clauses in International Commercial Contracts, 58 Int’l Rev. L. & Econ. 6 (2018) (SSRN)

Alex Mills, Party Autonomy in Private International Law (2018) (CUP)

John F. Coyle, The Canons of Construction for Choice-of-Law Clauses, 92 Wash L. Rev. 631 (2017) (SSRN)

Gilles Cuniberti, The Laws of Asian International Business Transactions, 25 Pac. Rim. L. & Pol’y 35 (2016) (SSRN)

John F. Coyle, The Role of the CISG in U.S. Contract Practice: An Empirical Study, 38 U. Pa. J. Int’l Law 195 (2016) (SSRN)

Sarath Sanga, Choice of Law: An Empirical Analysis, 11 J. Empirical Legal Stud. 894 (2014) (SSRN)

Gilles Cuniberti, The International Market for Contracts: The Most Attractive Contract Laws, 34 Nw. J. Int’l L. & Bus. 455 (2014) (SSRN)

Symeon Symeonides, The Hague Principles on Choice of Law for International Contracts: Some Preliminary Comments, 61 Am. J. Comp. L. 873 (2013) (SSRN)

Theodore Eisenberg & Geoffrey P Miller, The Flight to New York: An Empirical Study of Choice of Law and Choice of Forum Clauses in Publicly-Held Companies' Contracts, 30 Cardozo L. Rev. 1475 (2009) (Cornell)

Geoffrey P. Miller & Theodore Eisenber, The Market for Contracts, 30 Cardozo L. Rev. 2073 (2009) (Cornell)

Larry E. Ribstein, From Efficiency to Politics in Contractual Choice of Law, 37 Ga. L. Rev. 363 (2003) (SSRN)

Erin Ann O’Hara, Opting Out of Regulation: A Public Choice Analysis of Contractual Choice of Law, 53 Vand. L. Rev. 1551 (2000) (Vanderbilt)

Michael Gruson, Governing Law Clauses in Commercial Agreements-New York’s Approach, 18 Colum. J. Transnat’l L. 323 (1980)

John Prebble, Choice of Law to Determine the Validity and Effect of Contracts: A Comparison of English and American Approaches to the Conflict of Laws, 58 Cornell L. Rev. 433 (1973) (SSRN)

Robert C. McCartney, The Use of Choice-of-Law Clauses in International Commercial Contracts, 6 Wayne L. Rev. 340 (1960).

Note, Commercial Security and Uniformity Through Express Stipulations in Contracts as to Governing Law, 62 Harv. L. Rev. 647 (1949)

Arthur Nussbaum, Conflict Theories of Contracts: Cases Versus Restatement, 51 Yale L.J. 893 (1942).