Legal Question in Business Law in California

Re: Business Terms and Conditions

"Terms and Conditions" sounds like a sub-heading in a document that has another name, such as "Purchase Order" or "Contract of Sale" or ????

Without knowing exactly what kind of document you have in mind, let me give you a couple of guidelines:

If you were writing bylaws, you would want the laws of Minnesota to apply, because they probably would anyway, in most situations at least.

If you are writing contracts where you are operating in California and the buyers, sellers or other parties of whatever ilk may be in California or elsewhere in the U.S. or the World, it is to your advantage in most cases to have nearby courts applying familiar rules to any litigation. Therefore, you should probablt give preference to specifying both JURISDICTION and GOVERNING LAW in California.

Some contract writers forget that "governing law" is only an indicator of jurisdiction, and does not necessarily in and of itself confer jurisdiction. The awkward result is that jurisdiction may turn out to be in, for example, Texas, but the governing law is the law of California. You'd then have some judge in Houston or Austin hunting in the dusty recesses of his office for California codes and casebooks and trying to figure out unfamiliar laws!

So, specify applicable law, but also name the jurisdiction (California)and, even better also the venue (e.g., San Diego County).

Some clients may object and want to have jurisdiction in their home state. This, like any other contract provision, is negotiable, so be prepared to be reasonable and flexible. Then avoid disputes!