News & Analysis as of

Choice-of-Law

Businesses Beat Lawsuits Alleging Website Terms Violate New Jersey Law

by Bryan Cave on

Every retailer that does business in New Jersey needs to know about New Jersey’s Truth in Consumer Contract, Warranty and Notice Act (“TCCWNA”), which was passed in 1981 to protect the rights of consumers from allegedly...more

Facebook Successfully Dismisses Putative Class Action Alleging Violation of New Jersey’s TCCWNA Based on Choice-of-Law Clause in...

by Bryan Cave on

In Palomino v. Facebook, Inc., No. 16-cv-04329-HSG, 2017 WL 76901 (N.D. Cal. Jan. 9, 2017), two putative class representatives brought a claim on behalf of all “similarly situated New Jersey residents who created a Facebook...more

Location, Location, Location: What Factors Determine Whether California Law Applies To Non-Residents?

by Fisher Phillips on

In deciding whether California’s overtime laws apply to non-resident employees who spend full days or weeks working in the state, the California Supreme Court has previously held the state’s labor code applies to overtime...more

UCC8, UCC9, and The Hague Convention

by Liskow & Lewis on

Lenders who take security interests in securities accounts are familiar with the rules of Articles 8 and 9 of the Uniform Commercial Code that identify the governing jurisdiction for these transactions. Commencing April 1,...more

Hague Securities Convention Takes Effect to Clarify Applicable Law Governing Securities Accounts Held by Intermediaries

by Sullivan & Worcester on

On April 1, 2017, the Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary (the "Convention") will take effect in the United States. On December 15, 2016, the United...more

The Hague Securities Convention – IV. What effect does the Hague Securities Convention have on perfection by filing?

The Convention does not affect perfection of a lien by taking physical possession of the securities. However, the Convention may affect perfection of a lien by filing, including the place where the security interest or other...more

The Hague Securities Convention – III. What is required to be a governing law?

Two things are required. First, the choice should be expressly made. If an express choice is not made, there are a series of fallback rules under the Convention, but clearly the far better approach is to make an express...more

The Hague Securities Convention – II. What do these provisions accomplish?

The cited provisions are choice-of-law provisions that select the governing law for the intermediary account agreement, which under the Hague Securities Convention will then also dictate the governing law for other issues...more

The Hague Securities Convention – I. Lending Against Securities in the U.S. After April 1, 2017

The Hague Securities Convention, which goes into effect in the United States on April 1, 2017, will have significant impact on the law applied to all transactions – past and future – collateralized by securities held by an...more

An Important New Decision on Whether Section 75-1.1 Applies to Multistate Conduct

by Ellis & Winters LLP on

Last week, the U.S. District Court for the Middle District of North Carolina issued a meaty decision about N.C. Gen. Stat. § 75-1.1. The decision, in a case called SmithKline Beecham Corp. d/b/a GlaxoSmithKline v. Abbott...more

Utah Enacts Uniform Voidable Transactions Act

by Snell & Wilmer on

On March 21, 2017, Utah joined about a dozen other states in enacting the Uniform Voidable Transactions Act (the Act). This statute, which is found at §25-6-101 et seq., amends Utah’s Uniform Fraudulent Transfer Act (§25-6-1...more

Hague Securities Convention to Enter Into Effect in the United States - Choice of Law in Respect of Securities Held by...

by Shearman & Sterling LLP on

On April 1, 2017, the Hague Securities Convention — or by its actual name, the Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary — will enter into effect in the United...more

Disclosure Only Settlements - the Effect of Choice of Law

by Roetzel & Andress on

The Delaware Courts took a significant step in 2016 to reduce the filing in Delaware of lawsuits aimed at procuring disclosure only settlements (meaning settlements that involve only the provision of additional information...more

Remand Decision in Madden v. Midland Funding Raises Questions Regarding Choice of Law Clauses in Consumer Loan Agreements

by Pepper Hamilton LLP on

A careful parsing of state laws should be done if a lender is relying on a choice of law to avoid states that have criminal usury statutes. On February 27, the U.S. District Court for the Southern District of New York...more

An Easier Path: McCarrell v. Hoffman-La Roche Paves the Way to Bring Tort Claims in New Jersey Barred by Other States’ Statutes of...

by K&L Gates LLP on

In McCarrell v. Hoffman-La Roche, Inc., 2017 WL 344449 (Jan. 24, 2017), the New Jersey Supreme Court replaced the State’s “governmental-interest” standard to resolve choice-of-law questions regarding statutes of limitations...more

Choice of Law: Hairu Chen v. L.A. Truck Centers, LLC Clears The Air On The Doctrine of Dépeçage

Hairu Chen v. L.A. Truck Centers, LLC (Cal. Ct. App. Jan. 18, 2017) 2017 WL 192724 involved an action by several foreigners for wrongful death, negligence, strict products liability, and loss of consortium. Plaintiffs were 10...more

Borrower Wins Key Victory in Madden v. Midland

A federal judge has ruled that New York law—not Delaware law as the parties agreed in the initial loan agreement—applies to the defaulted borrower's claims and has certified a class action against the debt collector....more

Why An Understanding Of Officers As Agents May Be Important

by Allen Matkins on

In several recent posts, I have noted that officers, unlike directors, are agents of the corporation. Recognizing the agency status of officers can affect the legal analysis in a number of significant ways, including...more

Madden v. Midland Update: District Court Denies Summary Judgment and Certifies Class

After the U.S. Supreme Court refused to grant review of the Second Circuit's May 2015 decision in Madden v. Midland concerning federal preemption of state usury rates for loans issued by a national bank, the case was remanded...more

Officers And The Business Judgment Rule

by Allen Matkins on

Last weekend I attended a symposium at the UCLA School of Law entitled “Can Delaware Be Dethroned? Evaluating Delaware’s Dominance of Corporate Law”. The event, organized by ever erudite Professor Stephen Bainbridge,...more

West Coast Real Estate Update: February 2017 #2

by Holland & Knight LLP on

Jury Trial Waiver Undone by a Fundamental California Policy - It is common for commercial contracts to contain a choice of law provision. Some commercial contracts may even contain a clause that waives the right to seek...more

Commercial Contract Risk in 2017

by Foley & Lardner LLP on

Coming off a record year in car sales, it’s expected that warranty and recall costs will continue to be on the rise. With that in mind, it’s vital that OEMs and suppliers have both their foreign and domestic contracts in...more

Business Litigation Alert: "Starting a New Business? Include These Five Provisions in Every Formation Agreement"

by Porter Hedges LLP on

The ultimate success of a business often rests on the ability of its owners to make sound decisions up front - an ounce of prevention, if you will - and avoid bigger problems that might arise later. This principle...more

Court Of Appeal Voids Jury Trial Waiver Notwithstanding New York Choice of Law

by Allen Matkins on

A New York state of mind, but California dreaming - A sophisticated lender and borrower negotiate a loan agreement in New York, the lender disburses the loan proceeds in New York, and both parties agree that New York law...more

New Jersey Supreme Court Adopts the Substantial-Interest Test for Statute of Limitations Choice of Law

by Goodwin on

On January 24, the New Jersey Supreme Court adopted the substantial-interest test to determine choice-of-law questions in the application of statutes of limitations. New Jersey’s statute of limitations applies if (1) New...more

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