contents of a contract
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contents of a contract
I am entering into a contract with a company whose business is located in Florida. There is a section in the contract called Governing Law. This states that the interpretation of the terms in the contract shall be governed and construed in accordance with the state of Florida. For my protection should I include this states that the interpretation of the terms in the contract shall be governed and construed in accordance with the state of Pennsylvania since I reside in Pennsylvania? I’m not sure Florida law pertains to me or will protect me if needed.
Asked on October 24, 2018 under Business Law, Pennsylvania
SJZ, Member, New York Bar / FreeAdvice Contributing Attorney
Answered 2 years ago | Contributor
There is no "should"--it is simply the law of the state the two parties agree to. You both must agree: you can refuse to sign if you mistrust FL law, or they can refuse to sign if you want it to be under PA law. If you can't agree, therefore, you won't have a contract.
As a practical matter, it doesn't really matter. In all important essentials, the laws of all states are close enough that whether it is FL or PA or HI or AL or any other state doesn't affect any one's rights in any big way. The main impact of selecting law is that it makes it easier (IF there is a lawsuit or litigation) for the lawyers of the party living in the selected state (e.g. for them, if under FL law), since their lawyers will tend to already know the names of important cases, the numbers of important court rules or statutes, etc. and will not have to spend time on legal research. So there is a small convenience and small cost savings (since saving lawyer time saves lawyer billing) if there is a lawsuit and if it is your state's laws, but that's about the only real impact.
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