Simplifying Governing-Law Provisions, Part 1

Consider these two alternatives:

The laws of the State of Ohio govern …

Ohio law governs …

Any reason not to opt for the second alternative? It’s simpler, in that (1) Ohio acts as an adjective instead of forming part of a prepositional phrase and (2) it dispenses with State of.

How about saying New York law governs? Could anyone plausibly argue that that refers to the laws of the City of New York?

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.

5 thoughts on “Simplifying Governing-Law Provisions, Part 1”

  1. “New York” without “City” is precise enough to convey the sense of state law, at least in a purely domestic context; despite what the folks in Rochester may suspect, New York state law does, more or less, govern in New York City. Likewise, one doesn’t have to say “and of the United States” to scoop up federal law, since the doctrine of incorporation (I think there’s another term for that) makes federal law part of every state’s laws.

    In an international contract, I might revert to a longer form in the sense of “the laws of New York, USA, govern…,” although there are few instances in which one could be confused whether another country is involved (Georgia?). Washington is one situation in which the longer form might be advisable, especially in an international contract.

    The greater problem has to do with how to prevent a renvoi. The conventional way is to say “without regard to its conflicts of laws provisions,” though my understanding was that you could get the same result by saying “domestic,” so that “The domestic laws of Ohio govern…” should do the trick.

      • Well, Ken, hurry up and get to renvoi! Run to get ahead of your followers!

        I must say that ‘Ohio’s domestic law’ is attractively conciser than ‘Ohio’s law, exclusive of its choice of law provisions’, but will it work?

        Since Ohio’s choice of law provisions are part of its domestic law (as distinct from, eg, national or international law), the word ‘domestic’ may fall short as a tool for distinguishing one part of Ohio law (choice of law provisions) from the rest of Ohio law.

        So perhaps this is a case where the longest way round is the shortest way home?


Leave a Comment

This site uses Akismet to reduce spam. Learn how your comment data is processed.