Legal Question in Business Law in California

Whether their state laws prevail will depend upon both the actual agreement and the actual facts of this matter. As to whether or not you received a copy of the signed agreement does not, by itself, defeat the validity of the contract...although it does present some issues for them.

By Grace...

Shawn Jackson ESQ. (707) 584-4529

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Two issues may arise with any contract between parties in different states. The first is applicable law; the other is jurisdiction of disputes. These are not the same; a case can be tried in California applying Texas law, and vice-versa, although this is somewhat unusual.

Most well-written contracts will specify both applicable law and jurisdiction.

When a contract fails to specify applicable law and/or jurisdiction, the plaintiff will generally have first shot at selecting them by filing its suit in the state of its choice. Then it is up to the defendant to make a motion to transfer the case elsewhere, on the ground that jurisdiction is improper where the suit was filed.

Jurisdiction will usually be proper in any state where any of the following applies: (1) the contract was negotiated in that state; (2) the contract was to be performed, at least in significant part, in that state; or (3) the defendant lives or is in business there. Choice of law will follow jurisdiction unless the trial court is convinced there is a need, or a preference, to apply the law of another state. Most judges feel uncomfortable applying another state's law and this seldom happens, but it can.

In contract cases, choice of law is often far less important than jurisdiction, because with the Uniform Commercial Code and other similarities, difference between states aren't often going to be decisive. However, no one wants to go to another state to prosecute or defend a suit.

As to your lack of an executed copy of the contract, if you are sued, the plaintiff will either have to attach a copy to its complaint, or otherwise admit that a cntract exists and recite its principal terms. If you want to sue, you'll attach a copy of the contract executed by you to your complaint, and allege all facts showing that the other side treated the contract as fully formed and in effect.

You may want to look up and read Commercial Code sections 2201 and 2204 to see if they shed any light on the enforceability of the partially-executed contract. My guess is that some way could be found to make it enforceable against either party by the other without the second signature or the delivery of an executed copy. However, without seeing the document and/or knowing the subject matter and value of the deal, one cannot be sure.