Florida Man Seeks Enforcement of Forum Selection Clause
One of the internet’s more enduring memes is that of Florida Man. Florida Man is famous for “performing irrational, maniacal, or absurd actions in the U.S. state of Florida.” Over the years, Florida Man has attacked his neighbor with a tractor, been trapped in an unlocked closet for two days, fed iguanas to alligators in…
Continue ReadingZombie Choice-of-Law Clauses
When a contract is terminated, the provisions contained in that agreement generally cease to have any legal effect. Many U.S. courts have held, however, that contract provisions relating to dispute resolution continue to bind the parties even after the underlying contract ceases to be. In this post, I refer to such provisions as “zombie” clauses…
Continue ReadingThrowback Thursday: Canada, Cannabis, and Forum Selection Clauses
Companies engaged in transnational litigation prefer, as a rule, to litigate disputes at home. Litigating at home allows a party to rely on lawyers and procedures with which it is already familiar. It also forces the other party to bear the costs of litigating in an unfamiliar legal system and (sometimes) in a foreign language….
Continue ReadingRewarding Ignorance of the CISG: A Response to John Coyle
In a recent post, Professor John Coyle considers the interpretation of the following choice of law (“COL”) clause in an international contract for sale of goods where both parties are located in Contracting States to the U.N. Convention on Contracts for the International Sale of Goods (CISG): “This Agreement shall be governed by the laws…
Continue ReadingCISG Opt-Outs and Party Intent
The United Nations Convention on Contracts for the International Sale of Goods (CISG) is one of the most widely adopted commercial law treaties in the world. It functions as an “international” version of Article 2 of the Uniform Commercial Code (UCC) and, as such, provides the governing law for many cross-border agreements involving the sale…
Continue ReadingDistrict Court Quashes Substituted Service on Chinese Defendant
In a recent decision, Topstone Communications, Inc. v. Chenyi Xu, a federal court in Texas (Judge Keith Ellison) held that a plaintiff headquartered in Texas must serve defendants based in China by using the Hague Service Convention. The opinion provides a good analysis of how both substituted service on a state official and service by email…
Continue ReadingThe Comparative Value of Choice of Law and Forum Selection Clauses
Choice-of-law clauses and forum selection clauses routinely come before courts hearing transnational cases. A choice-of-law clause selects a law to govern the contract. A forum selection clause chooses a court in which to resolve disputes. These differences notwithstanding, the two clauses are often discussed in the same breath. Leading casebooks on conflict of laws examine…
Continue ReadingThrowback Thursday: Choice-of-Law Clauses Through the Lens of Contract
The academic literature on choice-of-law clauses may be usefully sorted into three boxes. Articles in the first box seek to ascertain when, exactly, the courts will enforce these clauses. This body of literature looks to case decisions, treatises, statutes, and works such as the Restatement (Second) of Conflict of Laws in an attempt to determine…
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