Paralegal Certification PrepLegal Research and WritingEasy
A paralegal is reviewing a contract that includes a provision stating, 'This Agreement shall be governed by and construed 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 contractual provision?
- AChoice of law clause
- BMerger clause
- CArbitration clause
- DForum selection clause
Show answer & explanationAnswer & explanation
Correct answer: A. Choice of law clause
A 'choice of law clause' is a contractual provision that specifies which jurisdiction's laws will govern the interpretation and enforcement of the contract, as seen in the example explicitly stating 'governed by and construed in accordance with the laws of the State of Delaware.'
Why the other options are wrong
- B. A merger clause (or integration clause) states that the written contract represents the complete and final agreement between the parties, superseding any prior agreements.
- C. An arbitration clause specifies that disputes will be resolved through arbitration rather than litigation.
- D. A forum selection clause designates the specific court or venue where any disputes arising under the contract will be litigated.
Choice of Law Clause
A contractual provision that allows parties to an agreement to choose which jurisdiction's laws will be used to interpret and govern the contract’s terms and any disputes arising from it.
- Specifies the governing law for the contract.
- Helps resolve potential conflicts of law.
- Common in contracts involving parties from different jurisdictions.
- Distinct from a forum selection clause.
Memory trick: Choice of Law, Choice of Forum, Arbitrate Disputes, Merge Agreements.