Stating in a Contract Where It’s Being Entered Into

Usually, where one or more parties happen to be on signing a contract should have no bearing on that contract. It might be relevant for purposes of determining the governing law, but only if you fail to include a governing-law provision.

So a general matter, nothing is accomplished by stating—whether in the introductory clause, in the signature blocks, or elsewhere—where one or more signatories happen to be when they sign the contract.

But at a recent seminar in Europe, one of the participants said that under the law of a country that has now slipped my mind (Portugal? Italy?), where the parties enter into a contract can have tax implications.

I’d like to know more about that or any other circumstances where it makes sense to state where the contract is being entered into.

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.