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
A choice-of-law clause is a contract provision that selects the law to govern the contract and claims relating to the contract.
Continue ReadingMicrosoft Contract Day 2025!
Two years ago today, I authored a post titled “Microsoft’s Dispute Resolution Provisions Are a Mess.” I argued that the “Jurisdiction and Governing Law” language in the form purchase order used by Microsoft and its subsidiaries in 109 countries around the world was “incoherent.” My goal in writing the post was to inspire/shame Microsoft –…
Continue ReadingInterpreting Choice-of-Law Clauses Waiving Sovereign Immunity
The Foreign Sovereign Immunities Act provides that a foreign state shall not be immune if it has “waived its immunity either explicitly or by implication.” Over the past forty years, U.S. courts have consistently held that a choice-of-law clause selecting the law of a U.S. state constitutes an implied waiver of foreign sovereign immunity. In…
Continue ReadingPrenuptial Agreements and Choice-of-Law Clauses
Choice-of-law clauses began appearing in prenuptial agreements long before they showed up in most other types of contracts. As early as 1874, Isabella Robinson and John Warner selected the law of Illinois to govern their prenup. The popularity of such clauses in this context is easy to understand. When the bride is domiciled in one…
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