Legal Question in International Law in Minnesota

Choice of Law in International Contracts

I'm wondering if a choice of law provision designating the U.S. as the governing law is valid in a contract with a country where there are procedural contract formation requirements that are not fulfilled due to the U.S. being the chosen governing jurisdiction. For instance, if a nation requires that a contract be certified by a governmental entity before it is valid, and two international business entities enter into a contract choosing U.S. as governing law and don't fulfill the certification requirement, is the contract still valid? Can you give any sources for information?


Asked on 4/18/07, 3:16 pm

2 Answers from Attorneys
Gerd Zimmermann zimmermann nielsen & colleagues

Re: Choice of Law in International Contracts

International contracts are governed by ICC, CISG and some UN Law. This does not mean that local law also applies.Can you give a clearer description of the country and certification required?

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Answered on 4/18/07, 3:23 pm
Johm Smith tom's

Re: Choice of Law in International Contracts

First you write "in a contract with a country" but you later write a contract "between two international business entitites." A contract with a government would probably have to be approved by the government agency with that responsibility and if not the contract would be very questionable. But a contract between two businesses that designates US law as governing would be binding if enforceable, for example if the venue is also in the US. You could hardly expect it to be honored if venue is in the country who's local laws require the contract to be approved by the local government first.

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Answered on 4/18/07, 4:41 pm


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