[4] Once implemented, a choice of law clause will generally be upheld by courts, as long as it is bona fide, legal, and not contrary to public policy.
[9] Federal, provincial or territorial stature can inhibit parties' ability to negotiate a choice of law.
[13][14] In Canada, whether the term "submit" or "attorn" is used may determine whether the choice of law clause is enforced.
[15][16] The term "exclusive" and other mandatory language provides more certainty that another court will not assume concurrent jurisdiction.
In Delaware, a standard choice of law clause can cover liability arising in either tort or contract in order to avoid uncertainty.
[19][20] In New York, the express language of the provision must be “sufficiently broad” as to encompass the entire relationship between the contracting parties.
[3] For example, in Krock v. Lipsay, the United States Court of Appeals for the Second Circuit determined that a generic choice-of-law clause did not cover a claim for fraudulent misrepresentation.