Question 1

What's the difference between choice of law and jurisdiction?

Accepted Answer

Choice of law determines which state or country's rules apply to interpret the contract. Jurisdiction determines which court hears the dispute. They can be different: your contract might say 'governed by New York law' but allow disputes to be filed in any court with jurisdiction over both parties.

Question 2

Can I choose any state's law for my contract?

Accepted Answer

Generally yes, as long as the chosen jurisdiction has some connection to the contract or the parties. Courts occasionally refuse to honor a choice of law clause if the chosen jurisdiction has no relationship to the deal and the choice was made specifically to avoid consumer protections. But for most B2B contracts, you have broad freedom here.

Question 3

What happens if there's no choice of law clause?

Accepted Answer

The court hearing the dispute decides which law applies, using a set of factors like where the contract was signed, where the work is performed, and where the parties are located. This creates uncertainty — and uncertainty means higher legal bills. Always include a choice of law clause.

Question 4

Does choice of law matter for freelancers?

Accepted Answer

Very much. Some states have stronger protections for independent contractors. California's ABC test makes it harder to misclassify workers. New York's Freelance Isn't Free Act requires written contracts and timely payment for freelancers. If your contract picks a state with weaker protections, you lose those benefits.

Question 5

Can a choice of law clause be challenged?

Accepted Answer

Yes, but it's hard to overturn. Courts respect choice of law clauses in most cases. The main exceptions are when enforcing the chosen law would violate a strong public policy of the state where the lawsuit is filed, or when the chosen jurisdiction has zero connection to the parties or the contract.

Choice of Law

Definition

In Practice

Common in these contract types

Related terms

Frequently asked questions about choice of law

Create a contract with proper choice of law clauses