Paralegal Certification PrepLegal Research and WritingMedium
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 primary purpose of this clause?
- ATo waive the parties' right to a jury trial.
- BTo determine which state's substantive laws will apply to the contract.
- CTo specify the jurisdiction where any lawsuit must be filed.
- DTo establish the venue for dispute resolution.
Show answer & explanationAnswer & explanation
Correct answer: B. To determine which state's substantive laws will apply to the contract.
This is a choice of law clause, which specifically designates which state's substantive laws will govern the interpretation and enforcement of the contract, regardless of where the contract was formed or where the parties reside.
Why the other options are wrong
- A. A jury waiver clause would explicitly state the waiver of jury trial rights.
- C. This describes a forum selection clause, not a choice of law clause.
- D. Venue relates to the geographic location of the court, distinct from which law applies.
Choice of Law Clause
A contractual provision specifying which jurisdiction's laws will govern the interpretation and enforcement of the contract.
- Determines the substantive law applied to disputes.
- Often includes a 'without regard to conflict of laws' provision.
- Differs from forum selection (where to sue) and venue.
Memory trick: A 'Choice of Law' clause 'Chooses' the 'Laws' that 'Govern'.