Paralegal Certification PrepLegal Research and WritingMedium
A paralegal is reviewing a contract for a client and notices a clause stating, 'This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.' What is the legal term for this type of clause, and what is its primary effect?
- AA choice of law clause, which designates the specific state's laws that will govern the contract.
- BA force majeure clause, which excuses non-performance due to unforeseen circumstances.
- CA severability clause, which ensures the rest of the contract remains valid if one part is unenforceable.
- DAn integration clause, which states that the written contract represents the complete agreement of the parties.
Show answer & explanationAnswer & explanation
Correct answer: A. A choice of law clause, which designates the specific state's laws that will govern the contract.
This is a classic example of a choice of law clause. Its primary effect is to specify which jurisdiction's laws will be applied to interpret and enforce the contract, resolving potential conflicts that might arise if multiple states have a connection to the agreement.
Why the other options are wrong
- B. A force majeure clause addresses unforeseen events that prevent contractual performance, not the governing law.
- C. A severability clause deals with the enforceability of individual contract provisions, not which law governs the entire agreement.
- D. An integration clause (or merger clause) states that the written contract is the complete and final agreement, excluding prior or contemporaneous agreements.
Choice of Law Clause
A provision in a contract that specifies which jurisdiction's laws will govern the interpretation and enforcement of the agreement, particularly when parties are from different jurisdictions.
- Avoids conflicts of law disputes.
- Parties can often choose the law of a state with little connection, if reasonable.
- Does not determine the forum (where a lawsuit is filed).
Memory trick: Choice of Law: Pick your legal playground.