Legal Question in Business Law in New York

Re: principles of conflicts of law

A reliable answer to your question isn't possible without additional information about the document it came from.

Generally speaking, phrases such as that can refer to how the document will be interpreted by the court in the event of a dispute. Specifically, it expresses the law of a particular state that shall be used in resolving contractual disputes. Often times laws vary among the states. That can create a "conflict" if, for example, someone sues a Florida corporation in California. If the contract states that the laws of Florida shall be used, then a conflict should be resolved by the California court applying Florida precedent.

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Re: principles of conflicts of law

This is part of a standard clause contained in many contracts. The clause simply means that any litigation between the parties to the contract will be resolved under the law of the state designated in the contract.

Re: principles of conflicts of law

Excellent question.

All contracts (hereinafter abbreviated as "Ks"; a singular contract is just a "K") are formed under the law of a particular sovereign chosen by the parties, with little regard to where the parties to that K may be located. The sovereign may be a state ("This Agreement shall be governed according to the laws of New York...") or a nation ("This Agreement shall be governed according to the laws of Great Britain...").

In a K that is between parties of different jurisdictions (interstate commerce is a fine example: you buy something from an online vendor located outside of your state), the laws that govern Ks can differ, and can sometimes come into head-to-head conflict. The "principles of conflicts of law" determine how the conflict would be resolved. In a K that does not contain the clause "without reference to principles of conflicts of law," the resolution may occur in a way that the parties did not anticipate or want.

That phrase is boilerplate in most Ks; I'm impressed that you're reading it.

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