I’ve dabbled in governing-law provisions. Here are the relevant blog posts from my list of stuff I’ve written on boilerplate (here):
- Blog post, Including Federal Law in Governing-Law Provisions (4 June 2021)
- Blog post, Revisiting Governing-Law Provisions (1 Aug. 2019)
- Blog post, Simplifying Governing-Law Provisions, Part 3 (“Governs” and the Alternatives) (15 July 2015)
- Blog post, Simplifying Governing-Law Provisions, Part 2 (Renvoi!) (13 July 2015)
- Blog post, Simplifying Governing-Law Provisions, Part 1 (3 July 2015)
But this recent post by Glenn West, entitled Testing Your Fluency in the “Secret Language” of Choice-of-Law/Forum-Selection Clauses, serves as a useful reminder of some hidden nuances. I suspect that most who work with contracts are oblivious to some or all of them. The language I recommend addresses only the more obvious of them, and I don’t think it would be realistic to expect to address all of them.
In his post, Glenn just asks loaded questions, so in effect he’s asking you to do some reading. I hope that at some point I’ll have occasion to make these issues more accessible through a checklist.