News & Analysis as of

Choice-of-Law

Sheppard Mullin Richter & Hampton LLP

New York Court of Appeals Reaffirms the Internal Affairs Doctrine for Foreign Corporations

In Ezrasons, Inc. v. Rudd, 2025 NY Slip Op. 03008, 2025 N.Y. LEXIS 717 (N.Y. May 20, 2025), the New York Court of Appeals reaffirmed the fundamental and controlling nature of the internal affairs doctrine as it relates to the...more

Cadwalader, Wickersham & Taft LLP

The FoHF Financing Playbook, May 2025 - EU Jurisdictional-Clause Gymnastics – The Enforceability of Asymmetric Jurisdiction...

A recent decision of the Court of Justice of the European Union (the EU’s highest court) has clarified some of its views on ‘asymmetric jurisdiction clauses’. An asymmetric jurisdiction clause is one that allows one party...more

A&O Shearman

New York Court Of Appeals Affirms Dismissal Of Derivative Action Brought By Shareholder Of Foreign Corporation, Holding That New...

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On May 20, 2025, the New York Court of Appeals affirmed the dismissal of a derivative action asserting claims for breach of fiduciary duty against officers and directors of a corporation incorporated under the laws of England...more

Jones Day

CJEU Ruling on Asymmetric Jurisdiction Clause Validity—Towards (un)Certainty?

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The Court of Justice of the European Union ("CJEU") recently issued an important ruling in the case of Società Italiana Lastre SpA (SIL) v. Agora SARL (C-537/23). The decision addresses the validity criteria of asymmetric...more

Lewitt Hackman

Franchisor 101: Mowing and Blowing Past Mediation

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A California federal court denied a franchisor’s motion to dismiss a franchisee’s complaint claiming the franchisee failed to first mediate the dispute before filing an action as required under the franchise agreement....more

Frantz Ward LLP

Cannabis Litigation: Using Contractual Provisions to Avoid an Illegality Defense

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Concerns remain over the enforceability of cannabis contracts as recent cases highlight the conflict between state-sanctioned operations and federal illegality. In both state and federal courts, judges have anchored to the...more

Foley & Lardner LLP

Permissive Forum Selection Clause Is Not Enforceable in Franchisor’s Suit Against Franchisee

Foley & Lardner LLP on

A key term of any franchise agreement is the venue selection clause as this page has previously explained. This issue was at the forefront of Convenience Stores Leasing & Management, LLC’s (“CSLM”) August 2024 suit...more

Vinson & Elkins LLP

Guide to Arbitral Institutions and the Seat of Arbitration in France

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When parties plan to resolve disputes by arbitration, there are several key considerations regarding procedure. In the fourth of a multi-part series, we look at two key features to consider when drafting (and applying) your...more

Troutman Pepper Locke

The Key Reforms to Arbitration Act 2025 Set to Reinforce the UK’s Position as World Leader in Arbitration

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For commercial parties globally, England has long been heralded as a leader for dispute resolution, particularly in arbitration. To maintain its competitive position, in 2022, the Law Commission of England and Wales conducted...more

Maynard Nexsen

Can ERISA Plans Avoid California Insurance Code Section 10110.6 with Choice-of-Law Provisions?

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The Ninth Circuit is considering the enforceability of a choice of law provision in an ERISA plan in William White v. Guardian Life Insurance Company, et al., Case No. 24-2681, appeal pending from the United States District...more

Troutman Pepper Locke

Fourth Circuit Finds Unilateral Change-in-Terms Provision Rendered the Arbitration Agreement Illusory Under Maryland Law

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On March 11, the U.S. Court of Appeals for the Fourth Circuit affirmed the district court’s denial of a motion to compel arbitration in two class-action lawsuits. The decision potentially has far-reaching implications for the...more

Robinson+Cole Construction Law Zone

Under New York Law a Recourse Provision Bars Most Claims Except for Fraud

In Iberdrola Energy Projects v. Oaktree Capital Management L.P., 231 A.D.3d 33, 216 N.Y.S.3d 124, the Appellate Division for the First Department ruled that a nonrecourse provision in a contract barred a plaintiff’s causes of...more

Seyfarth Shaw LLP

Key Breakthroughs in the Choice of Governing Law in Guangdong–Hong Kong–Macao Greater Bay Area

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On February 13th 2025, Supreme People’s Court of The People’s Republic of China (“PRC”) issued the Reply on Validity of Agreements by Hong Kong and Macao-Invested Enterprises Registered in Mainland Cities of the...more

Troutman Pepper Locke

SCOTUS Declines to Decide Missouri Corporation's Question of International Comity and State Law

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International comity has long sat at the center of U.S. foreign relations law, governing how U.S. courts approach conflicting foreign laws, foreign judgments, and abstention. However, evaluation of international comity...more

Lathrop GPM

Wisconsin Federal Court Transfers Venue to Indiana Notwithstanding Forum Selection Clause

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A federal court in Wisconsin recently transferred a franchisor’s breach of contract lawsuit to Indiana, the location of the franchisee, even though the parties’ supply agreement contained a Wisconsin forum selection clause....more

Lathrop GPM

California Federal Court Grants Remediation Franchisor’s Motion to Stay Proceedings

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A federal court in California recently granted Ringside Development Company’s motion to stay a franchisee-initiated lawsuit pending resolution through alternative dispute resolution. Jameson v. Ringside Development Company,...more

Sheppard Mullin Richter & Hampton LLP

Choice-of-Law Provisions Cannot Circumvent Ending Forced Arbitration Act, Court of Appeal Rules

On February 3, 2025, the California First District Court of Appeal held that a party to an arbitration agreement cannot rely on a choice-of-law provision to wire around the federal Ending Forced Arbitration of Sexual Assault...more

Cadwalader, Wickersham & Taft LLP

Stablecoins Have a UCC Problem

Highlights: Stablecoins are likely to be characterized as general intangibles under the UCC of non-Article 12 states....more

Baker Botts L.L.P.

Don't Get Caught Out: When English Limitation Periods Can Trump Your Contract's Governing Law

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The High Court’s recent decision in Djanogly v. Djanogly [2025] EWHC 61 (Ch) is a rare example of a successful challenge to an arbitration award under s.68 of the Arbitration Act 1996. It also highlights a feature of...more

Fisher Phillips

Ohio Lawmakers Push to Ban Non-Compete Agreements: 4 Key Provisions Impacting Employers

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Employers in Ohio may soon need to reexamine employment agreements and internal policies if a proposed non-compete ban becomes law. A state Senate bill was recently introduced aiming to prohibit agreements that restrict a...more

Ogletree, Deakins, Nash, Smoak & Stewart,...

Seventh Circuit Rules Forfeiture-for-Competition Clauses Under Delaware Law Enforceable and Not Subject to Reasonableness Review

In 2021, LKQ Corporation (LKQ) filed suit against Robert Rutledge, its former plant manager, in the U.S. District Court for the Northern District of Illinois. LKQ alleged that Rutledge’s working for a competitor within nine...more

Lewitt Hackman

Franchisee 101: Detailing Within a State Addendum

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A California federal court partially granted a motion to compel arbitration by car care franchisor Spiffy Franchising. However, the court invalidated provisions in the franchise agreement providing for dispute resolution in...more

Kennedys

The Supreme Court’s February 2024 decision clarifies the choice-of-law provisions in marine insurance contracts

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In a unanimous 9-0 decision delivered on February 21, 2024, the US Supreme Court in Great Lakes Insurance SE v. Raiders Retreat Realty Co., LLC (“Great Lakes”) reinforced the enforceability of choice-of-law clauses in marine...more

Lathrop GPM

California Federal Court Grants Franchisor’s Motion to Compel Arbitration but Finds Forum Selection and Choice of Law Clauses...

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A federal court in California recently granted franchisor Spiffy Franchising, LLC’s motion to compel arbitration of a franchisee’s claims, but found the North Carolina forum selection and choice of law provisions in the...more

Pierce Atwood LLP

Massachusetts Court Decertifies Class Action Against Medical School Over Deceptive Advertising Claims

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The District of Massachusetts recently issued an opinion decertifying a class of medical students formerly enrolled at Saba University School of Medicine, a for-profit medical school in the Dutch Caribbean that is...more

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