Podcast Companion — Episode 10: Choice of Law

Pairs with InglésLegal Podcast, EP10

In cross-border contracts, the real fight often isn’t about what happened — it’s about which law applies. Episode 10 covers Choice of Law, a clause that can shape a dispute’s outcome before it even starts.

The Concept

A choice of law clause is the contractual selection of the governing law that will control the interpretation, validity, and enforcement of the contract. In common law, these clauses are generally enforceable as long as there’s a reasonable relationship to the transaction and they don’t violate the public policy of the forum.

Choice of law is not the same thing as forum selection or jurisdiction. One answers which law applies; the other answers where the case is heard. Confusing the two is one of the most common drafting mistakes in international contracts.

Applied Example

A contract between a Latin American company and a U.S. company states it will be governed by New York law. A dispute arises over interpretation. Even if litigation happens in another country, the court must apply New York contract law to the substantive questions — the governing law shapes how the contract is read and enforced, wherever the case ends up.

Key Expressions from This Episode

Governing law
Meaning: the substantive law selected to interpret and enforce the contract.
Spanish equivalent: ley aplicable

Conflict rules
Meaning: the legal principles courts use to determine which jurisdiction’s law applies when the contract is silent.
Spanish equivalent: reglas de conflicto de leyes

Enforceability
Meaning: whether a choice of law provision will actually be honored by the court hearing the dispute.
Spanish equivalent: exigibilidad

Professional Tip

Always include a clear choice of law clause — silence invites a conflict-of-laws analysis based on place of performance, domicile, and the “center of gravity” of the relationship, which means more uncertainty, more cost, and less predictability. Align the governing law with your forum selection clause, and think about how the chosen law treats damages, limitation periods, and good faith obligations before you commit to it.

Why It Matters

Choice of law is a risk-management tool, not a formality. For lawyers advising clients across jurisdictions, understanding what a given governing law will actually mean in practice — not just which country’s name appears in the clause — is core to protecting a client’s position from day one.

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For the full discussion, including a model choice-of-law clause, listen to Episode 10 — Choice of Law — on the InglésLegal podcast.