Choice-of-law clauses in international commercial contracts Pietro Franzina Roma, 23 March 2017

The main issues considered in this lecture: why should the parties be entitled to choose the lex contractus? which law are the parties allowed to choose? are the parties allowed to choose more than one law for their contract? when should the parties make their choice? what are the formal requirements, if any, that the choice must meet? may the parties agree on a choice of law tacitly? some possibly problematic choice-of-law clauses: a case study

Some possibly problematic choice-of-law clauses This contract shall be governed by the law of the country shown on the buyer’s address on the front page of this form. In case of litigation, the parties will use their best efforts to reach an agreement on the law applicable to the merits of the dispute. Should no agreement be reached within 30 days, Portuguese law shall apply. This agreement is subject to the rules of the Italian legal order, as they were in force on the day on which the agreement itself was made. This contract shall be governed by Swiss law, unless Alpha brings a suit in France, in which case French law shall apply. All disputes arising out of, or in connection with this contract, shall be settled in accordance with the law of Spain or the law of Italy, depending on whether proceedings are instituted by Alpha [Italian] or Beta [Spanish]. The present agreement is governed by the principles common to Dutch law and the law of Argentina. This contract is governed by Russian law. Should Russian law prove inapplicable, English law shall apply.