NY Choice of Laws Approach: CONTRACTS

Question 1

When dealing with contracts, what will preclude the court from analyzing the choice of laws?

Answer 1

A valid, express choice of law provision in the contract. The court will apply the chosen law.

Question 2

What would make a choice of law provision invalid?

Answer 2

The law selected fails due process because the state has no reasonable relationship with the contract.

There was no true mutual assent to the clause.

Question 3

If a contract is for at least $250k, what is NY’s special rule regarding choice of laws?

Answer 3

Even if the contract has no connection to NY other than the choice of law clause, the court will uphold the parties’ agreement to use NY law.

Question 4

If a contract is for at least $1 million, what is NY’s special rule regarding choice of laws?

Answer 4

If the parties choose NY in the contract, they can also put in a clause specifying that NY be the forum, which will prohibit them from dismissing the case under forum non conveniens.

Question 5

What approach does a NY court use when there is no valid express choice of law clause in a contract?

Answer 5

Interest Analysis

• is it a false or true conflict?
• if false, is NY the state with a legitimate interest –> apply NY law.
• if true, does NY have a legitimate interest –> apply NY law. If not, apply the other state’s law.