Paralegal Certification PrepLegal Research and WritingMedium
A paralegal is reviewing a contract and notices a clause stating that '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.' This clause is an example of a:
- AIntegration clause
- BSeverability clause
- CChoice of law clause
- DForce majeure clause
Show answer & explanationAnswer & explanation
Correct answer: C. Choice of law clause
A choice of law clause specifies which jurisdiction's laws will govern the interpretation and enforcement of the contract, which is precisely what the given clause does by designating Delaware law.
Why the other options are wrong
- A. An integration clause states that the written contract is the complete and final agreement between the parties, superseding prior negotiations.
- B. A severability clause states that if one part of the contract is invalid, the rest remains in effect.
- D. A force majeure clause excuses performance due to unforeseeable circumstances beyond the parties' control.
Choice of Law Clause
A contractual provision that designates the specific jurisdiction whose laws will be applied to govern the interpretation and enforcement of the contract.
- Avoids conflicts of law issues.
- Common in multi-state or international contracts.
- Courts generally uphold valid choice of law clauses.
Memory trick: When 'Choosing' the 'Law,' that's a 'Choice of Law' clause!