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

“Without Regard to Principles of Conflict of Laws”

By John F. Coyle

September 22, 2026 posted in: Choice-of-Law Clauses

The phrase “without regard to principles of conflict of laws” appears at the end of many choice-of-law clauses: This Agreement shall be governed by the laws of England without regard to its principles of conflict of law. This Agreement shall be construed in accordance with the laws of Ontario without regard to its conflict of…

Clause Confusion (Part II)

By John F. Coyle

August 4, 2026 posted in: Forum Selection Clauses

In a prior post, I showed that lawyers sometimes fail to distinguish choice-of-law clauses from forum selection clauses. In this post, I provide several examples of cases where judges made precisely the same mistake. In some of these cases, these errors were harmless. In others, they were not. Harmless Error There are a multitude of…

Clause Confusion (Part I)

By John F. Coyle

July 30, 2026 posted in: Forum Selection Clauses

There are many things in life that resemble something else. Some people struggle to distinguish alligators from crocodiles. Others have a hard time telling the difference between butterflies and moths. I myself cannot taste the difference between Coke and Pepsi… a fact that horrifies my family. All of these mistakes are both understandable and forgivable….

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) (PDF)

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) (PDF)

George A. Zaphiriou, Choice of Forum and Choice of Law Clauses in International Commercial Agreements, 3 Md. J. Int’l L. 311 (1978) (Maryland)

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) (PDF)

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

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