Choice of law

We thus revert to Alabama's choice-of-law principles. In a contractual dispute, Alabama law would have us first look to the contract to determine whether the parties have specified a particular sovereign's law to govern.

Lacking such a contractual specification, we follow the principle of lex loci contractus , applying the law of the state where the contract was formed.

That state's law then governs unless it is contrary to the forum state's fundamental public policy.

Nothing in the subcontract between Turner and Penwal specifies that the law of a particular state should govern any disputes under the subcontract. Likewise, there is no evidence in the record detailing where the contract was formed. At this stage, however, Turner's burden is merely to demonstrate that it can present a set of facts that would allow it to prevail under the law of either state.

1021938 — APPLICATION OVERRULED; OPINION OF APRIL 9, 2004, WITHDRAWN; OPINION SUBSTITUTED; AFFIRMED. SEE, BROWN, and STUART, JJ., and MADDOX, Special Justice, * concur. LYONS, JOHNSTONE, HARWOOD, and WOODALL, JJ., dissent. 1021953 — APPLICATION OVERRULED; OPINION OF APRIL 9, 2004, WITHDRAWN; OPINION SUBSTITUTED; REVERSED AND REMANDED. SEE, BROWN, and STUART, JJ., and MADDOX, Special Justice, * concur. JOHNSTONE, J., concurs in part. LYONS, HARWOOD, and WOODALL, JJ., concur in the result.

It is hereby declared that this article expresses fundamental public policies of the State of Alabama. Therefore, this article shall govern and shall be applied instead of any foreign laws that might otherwise be applicable in those instances when the application of those foreign laws would violate a fundamental public policy expressed in this article.

(a) Every contract by which anyone is restrained from exercising a lawful profession, trade, or business of any kind otherwise than is provided by this section is to that extent void. (b) Except as otherwise prohibited by law, the following contracts are allowed to preserve a protectable interest: (1) A contract between two or more persons or businesses or a person and a business limiting their ability to hire or employ the agent, servant, or employees of a party to the contract where the agent, servant, or employee holds a position uniquely essential to the management, organization, or service of the business. (2) An agreement between two or more persons or businesses or a person and a business to limit commercial dealings to each other. (3) One who sells the good will of a business may agree with the buyer to refrain from carrying on or engaging in a similar business and from soliciting customers of such business within a specified geographic area so long as the buyer, or any entity deriving title to the good will from that business, carries on a like business therein, subject to reasonable time and place restraints. Restraints of one year or less are presumed to be reasonable. (4) An agent, servant, or employee of a commercial entity may agree with such entity to refrain from carrying on or engaging in a similar business within a specified geographic area so long as the commercial entity carries on a like business therein, subject to reasonable restraints of time and place. Restraints of two years or less are presumed to be reasonable. (5) An agent, servant, or employee of a commercial entity may agree with such entity to refrain from soliciting current customers, so long as the commercial entity carries on a like business, subject to reasonable time restraints. Restraints of 18 months or for as long as post-separation consideration is paid for such agreement, whichever is greater, are presumed to be reasonable. (6) Upon or in anticipation of a dissolution of a commercial entity, partners, owners, or members, or any combination thereof, may agree that none of them will carry on a similar commercial activity in the geographic area where the commercial activity has been transacted.

Nothing in this article shall be construed to eliminate any professional exemption recognized by Alabama law.

Except as otherwise provided in this section, when a transaction bears a reasonable relation to this state and also to another state or nation, the parties may agree that the law of this state or of the other state or nation shall govern the parties' rights and duties.

If one of the following provisions of the code specifies the applicable law, that provision governs, and a contrary agreement is effective only to the extent permitted by the applicable law specified by that provision: (1) AS 45.02.402 ; (2) AS 45.04.102 ; (3) AS 45.05.116 ; (4) AS 45.08.110 ; (5) AS 45.12.105 and 45.12.106; (6) AS 45.14.507 ; (7) AS 45.29.301 — 45.29.307.

(2) The law of the state chosen by the parties to govern their contractual rights and duties will be applied, even if the particular issue is one which the parties could not have resolved by an explicit provision in their agreement directed to that issue, unless either (a) the chosen state has no substantial relationship to the parties or the transaction and there is no other reasonable basis for the parties' choice, or (b) application of the law of the chosen state would be contrary to a fundamental policy of a state which has a materially greater interest than the chosen state in the determination of the particular issue and which, under the rule of § 188, would be the state of the applicable law in the absence of an effective choice of law by the parties.

The superior court correctly concluded that Holland America had a substantial relationship with the state of Washington because it was headquartered there and that was the location from which the contract was issued.

Alaska has three interests that are materially greater than Washington's: (1) establishing uniform filing deadlines; (2) ensuring that fair compensation is available for personal injuries occurring in Alaska; and (8) deterring negligent future conduct in the state.

Because this case raises fundamental policy issues that are materially more interesting to Alaska than Washington, Alaska law applies. Under our law, the limitations clause was unenforceable without a showing of prejudice.

In determining the enforceability of arm’s-length contractual choice-of-law provisions, California courts shall *465 apply the principles set forth in Restatement section 187, which reflects a strong policy favoring enforcement of such provisions. 2 More specifically, Restatement section 187, subdivision (2) sets forth the following standards: “The law of the state chosen by the parties to govern their contractual rights and duties will be applied, even if the particular issue is one which the parties could not have resolved by an explicit provision in their agreement directed to that issue, unless either [f] (a) the chosen state has no substantial relationship to the parties or the transaction and there is no other reasonable basis for the parties choice, or [f] (b) application of the law of the chosen state would be contrary to a fundamental policy of a state which has a materially greater interest than the chosen state in the determination of the particular issue and which, under the rule of § 188, would be the state of the applicable law in the absence of an effective choice of law by the parties.”

Notwithstanding Section 1646, the parties to any contract, agreement, or undertaking, contingent or otherwise, relating to a transaction involving in the aggregate not less than two hundred fifty thousand dollars ($250,000), including a transaction otherwise covered by subdivision (a) of Section 1301 of the Commercial Code, may agree that the law of this state shall govern their rights and duties in whole or in part, whether or not the contract, agreement, or undertaking or transaction bears a reasonable relation to this state. This section does not apply to any contract, agreement, or undertaking (a) for labor or personal services, (b) relating to any transaction primarily for personal, family, or household purposes, or (c) to the extent provided to the contrary in subdivision (c) of Section 1301 of the Commercial Code. This section applies to contracts, agreements, and undertakings entered into before, on, or after its effective date; it shall be fully retroactive. Contracts, agreements, and undertakings selecting California law entered into before the effective date of this section shall be valid, enforceable, and effective as if this section had been in effect on the date they were entered into; and actions and proceedings commencing in a court of this state before the effective date of this section may be maintained as if this section were in effect on the date they were commenced.

(a) An employer shall not require an employee who primarily resides and works in California, as a condition of employment, to agree to a provision that would do either of the following: (1) Require the employee to adjudicate outside of California a claim arising in California. (2) Deprive the employee of the substantive protection of California law with respect to a controversy arising in California. (b) Any provision of a contract that violates subdivision (a) is voidable by the employee, and if a provision is rendered void at the request of the employee, the matter shall be adjudicated in California and California law shall govern the dispute.

Briefly restated, the proper approach under Restatement section 187, subdivision (2) is for the court first to determine either: (1) whether the chosen state has a substantial relationship to the parties or their transaction, or (2) whether there is any other reasonable basis for the parties’ choice of law. If neither of these tests is met, that is the end of the inquiry, and the court need not enforce the parties’ choice of law. 4 If, however, either test is met, the court must next determine whether the chosen state’s law is contrary to a fundamental policy of California. 5 If there is no such conflict, the court shall enforce the parties’ choice of law. If, however, there is a fundamental conflict with California law, the court must then determine whether California has a “materially greater interest than the chosen state in the determination of the particular issue . . . .” (Rest., § 187, subd. (2).) If California has a materially greater interest than the chosen state, the choice of law shall not be enforced, for the obvious reason that in such circumstance we will decline to enforce a law contrary to this state’s fundamental policy.

A contract is to be interpreted according to the law and usage of the place where it is to be performed; or, if it does not indicate a place of performance, according to the law and usage of the place where it is made.

(c) In addition to injunctive relief and any other remedies available, a court may award an employee who is enforcing his or her rights under this section reasonable attorney’s fees.

Any person may maintain an action or proceeding in a court of this state against a foreign corporation or nonresident person where the action or proceeding arises out of or relates to any contract, agreement, or undertaking for which a choice of California law has been made in whole or in part by the parties thereto and which (a) is a contract, agreement, or undertaking, contingent or otherwise, relating to a transaction involving in the aggregate not less than one million dollars ($1,000,000), and (b) contains a provision or provisions under which the foreign corporation or nonresident agrees to submit to the jurisdiction of the courts of this state. This section applies to contracts, agreements, and undertakings entered into before, on, or after its effective date; it shall be fully retroactive. Contracts, agreements, and undertakings selecting California law entered into before the effective date of this section shall be valid, enforceable, and effective as if this section had been in effect on the date they were entered into; and actions and proceedings commencing in a court of this state before the effective date of this section may be maintained as if this section were in effect on the date they were commenced.

We conclude the choice-of-law clause, which requires that the contract be “governed by” the law of Hong Kong, a jurisdiction having a substantial connection with the parties, is fully enforceable and applicable to claims for breach of the implied covenant of good faith and fair dealing and for breach of fiduciary duties allegedly arising out of the contract. Our conclusion rests on the choice-of-law rules derived from California decisions and the Restatement Second of Conflict of Laws, which reflect strong policy considerations favoring the enforcement of freely negotiated choice-of-law clauses. Based on our conclusion, we will reverse the judgments of the Court of Appeal and remand for further proceedings.

By a choice-of-law clause in a fully negotiated commercial contract, the parties have chosen Hong Kong law to apply to their dispute in this case, including each of the causes of action asserted by Seawinds. Seawinds’s action is now proceeding based on its first amended complaint, which will be the focus of further proceedings applying Hong Kong law to resolve the parties’ differences. Therefore, the judgments of the Court of Appeal in the consolidated proceedings (Court of Appeal Nos. A049718 and A050535) are reversed, and the matters are remanded to the Court of Appeal with instructions to issue a peremptory writ of mandate directing the *472 trial court to reconsider its ruling on Nedlloyd’s demurrer to Seawinds’s first amended complaint in light of applicable Hong Kong law.

(d) For purposes of this section, adjudication includes litigation and arbitration. (e) This section shall not apply to a contract with an employee who is in fact individually represented by legal counsel in negotiating the terms of an agreement to designate either the venue or forum in which a controversy arising from the employment contract may be adjudicated or the choice of law to be applied. (f) This section shall apply to a contract entered into, modified, or extended on or after January 1, 2017.

We conclude, in accordance with § 187 of the Restatement, that parties to a contract generally are allowed to select the law that will govern their contract, unless either: “(a) the chosen state has no substantial relationship to the parties or the transaction and there is no other reasonable basis for the parties’ choice, or (b) application of the law of the chosen state would be contrary to a fundamental policy of a state which has a materially greater interest than the chosen state in the determination of the particular issue and which, under the rule of § 188, would be the state of the applicable law in the absence of an effective choice of law by the parties.” 10 Applying this test to the facts of the pres *851 ent case, we conclude that the parties’ choice of New York law was valid and, therefore, was properly given effect.

Our conclusion is consistent with our prior case law in which we have given effect to an express choice of law by the parties to a contract provided that it was made in good faith.

In evaluating a choice of law provision, we conclude, in accordance with comment (c) to § 201 of the Restatement, that “[t]he fact that a contract was entered into by reason of misrepresentation, undue influence or mistake does not necessarily mean that a choice-of-law provision contained therein will be denied effect. This will only be done if the misrepresentation, undue influence or mistake was responsible for the complainant’s adherence to the provision (see § 187, Comment [b] and Illustrations 1 and 2). Otherwise, the choice-of-law provision will be given effect provided that it meets the requirements of § 187.”

Any provision in a construction contract for the performance of work on a construction site located in this state that purports to require that any dispute arising under the construction contract be mediated, arbitrated or otherwise adjudicated in or under the laws of a state other than Connecticut shall be void and of no effect, regardless of whether the construction contract was executed in this state.

As used in sections 42-158i to 42-158n , inclusive, unless the context otherwise requires: (1) “Owner” means any individual, corporation, nonprofit corporation, partnership, limited partnership, limited liability company or other business entity that is the owner of record or lessee of real property upon which construction, renovation or rehabilitation is to be or is being performed pursuant to a construction contract regarding such real property. (2) “Construction contract” or “contract” means any contract for the construction, renovation or rehabilitation in this state on or after October 1, 1999, including any improvements to real property that are associated with such construction, renovation or rehabilitation, or any subcontract for construction, renovation or rehabilitation between an owner and a contractor, or between a contractor and a subcontractor or subcontractors, or between a subcontractor and any other subcontractor. “Construction contract” or “contract” does not include (A) any public works or other building contract entered into with this state, the United States, any other state, and any municipality or other political subdivision of this state or any other state, (B) a contract or project funded or insured by the United States Department of Housing and Urban Development, (C) a contract between an owner and a contractor for an amount of twenty-five thousand dollars or less or a subcontract which results from such a contract, or (D) a contract for a building intended for residential occupancy containing four or less units.

(a) The parties to any contract, agreement or other undertaking, contingent or otherwise, may agree in writing that the contract, agreement or other undertaking shall be governed by or construed under the laws of this State, without regard to principles of conflict of laws, or that the laws of this State shall govern, in whole or in part, any or all of their rights, remedies, liabilities, powers and duties if the parties, either as provided by law or in the manner specified in such writing are: (1) Subject to the jurisdiction of the courts of, or arbitration in, Delaware; and (2) May be served with legal process. The foregoing shall conclusively be presumed to be a significant, material and reasonable relationship with this State and shall be enforced whether or not there are other relationships with this State. (b) Any person may maintain an action in a court of competent jurisdiction in this State where the action or proceeding arises out of or relates to any contract, agreement or other undertaking for which a choice of Delaware law has been made in whole or in part and which contains the provision permitted by subsection (a) of this section. (c) This section shall not apply to any contract, agreement or other undertaking: (1) To the extent provided to the contrary in § 1-301(c) of this title; or (2) Involving less than $100,000.

(c) If one of the following provisions of the Uniform Commercial Code specifies the applicable law, that provision governs and a contrary agreement is effective only to the extent permitted by the law so specified: (1) Section 2-402; (2) Sections 2A-105 and 2A-106; (3) Section 4-102; (4) Section 4A-507; (5) Section 5-116; (6) Section 8-110; (7) Sections 9-301 through 9-307; (8) Section 12-107.

(e) This section shall not limit any jurisdiction otherwise existing in a court sitting in the State and shall not affect the validity of any other choice of law provisions in any contract, agreement or other undertaking.

In addition, as a matter of Delaware law, this court’s inquiry is constrained by statute. If a contract governing a transaction involving $100,000 or more states that it “shall be governed by or construed under the laws of this State, without regard to principles of conflict of laws,” then that provision standing alone “shall conclusively be presumed to be a significant, material and reasonable relationship with this State and shall be enforced whether or not there are other relationships with this State.” 6 Del. C. § 2708(a). Under Section 2708(a), the Delaware-Law Provisions establish a significant, material, and reasonable relationship with Delaware that supports the selection of Delaware law.

Therefore, California law applies notwithstanding the Delaware-Law Provision. Section 925 provides that choice-of-forum and choice-of-law provisions in a covered agreement are voidable at the employee’s request.

(1) The parties to any contract, agreement, or undertaking, contingent or otherwise, in consideration of or relating to any obligation arising out of a transaction involving in the aggregate not less than $250,000, the equivalent thereof in any foreign currency, or services or tangible or intangible property, or both, of equivalent value, including a transaction otherwise covered by s. 671.105(1), may, to the extent permitted under the United States Constitution, agree that the law of this state will govern such contract, agreement, or undertaking, the effect thereof and their rights and duties thereunder, in whole or in part, whether or not such contract, agreement, or undertaking bears any relation to this state.

(2) This section does not apply to any contract, agreement, or undertaking:(a) Regarding any transaction which does not bear a substantial or reasonable relation to this state in which every party is either or a combination of:1. A resident and citizen of the United States, but not of this state; or 2. Incorporated or organized under the laws of another state and does not maintain a place of business in this state; (b) For labor or employment; (c) Relating to any transaction for personal, family, or household purposes, unless such contract, agreement, or undertaking concerns a trust at least one trustee of which resides or transacts business as a trustee in this state, in which case this section applies; (d) To the extent provided to the contrary in s. 671.105(2); or (e) To the extent such contract, agreement, or undertaking is otherwise covered or affected by s. 655.55.

An agreement between parties to be bound by the substantive laws of another jurisdiction is presumptively valid, and this Court will enforce a choice-of-law provision unless applying the chosen forum’s law would contravene a strong public policy of this State.

Generally, Florida enforces choice-of-law provisions unless the law of the chosen forum contravenes strong public policy.

Moreover, it is incumbent upon the party seeking to avoid enforcement of the provision to show that the foreign law contravenes public policy of the forum jurisdiction.

Accordingly, under a conflict of law analysis, when parties have agreed to be bound by the substantive law of another jurisdiction, section 768.79 simply does not apply.

(1) Notwithstanding any law that limits the right of a person to maintain an action or proceeding, any person may, to the extent permitted under the United States Constitution, maintain in this state an action or proceeding against any person or other entity residing or located outside this state, if the action or proceeding arises out of or relates to any contract, agreement, or undertaking for which a choice of the law of this state, in whole or in part, has been made pursuant to s. 685.101 and which contains a provision by which such person or other entity residing or located outside this state agrees to submit to the jurisdiction of the courts of this state.

(3) This section does not limit or deny the enforcement of any provision respecting choice of law in any other contract, agreement, or undertaking.

In applying our holding to the facts at hand, we conclude that Southeast is not entitled .to costs and fees under section 768.79 because the statute is substantive, and therefore inapplicable because Southeast and Auto-Owners have contractually agreed to be bound by the substantive laws of Michigan.

(4) This section applies to:(a) Contracts entered into on or after June 27, 1989; and (b) Contracts entered into prior to June 27, 1989, if an action or proceeding relating to such contract is commenced on or after June 27, 1989.

(2) This section does not affect the jurisdiction of the courts of this state over any action or proceeding arising out of or relating to any other contract, agreement, or undertaking. (3) This section applies to:(a) Contracts entered into on or after June 27, 1989; and (b) Contracts entered into prior to June 27, 1989, if an action or proceeding relating to such contract is commenced on or after June 27, 1989.

Accordingly, we answer the third certified question in the negative, and hold that because an award of attorney’s fees under Florida’s offer of judgment statute is a substantive right, section 768.79 will not apply in instances where the parties have agreed to be governed by the substantive law of another jurisdiction. In holding that section 768.79 is inapplicable in instances where parties have agreed to be bound by the substantive laws of another forum, we recognize that the majority holdings by the Fourth District in BDO Seidman, LLP v. British Car Auctions, Inc., 802 So.2d 366, 368 (Fla. 4th DCA 2001), and the Fifth District in Bennett v. Morales, 845 So.2d 1002 (Fla. *82 5th DCA 2003), have taken the position that introductory clause of section 768.79, which provides, “[i]n any civil action for damages filed in the courts of this state,” mandates the application of the statute irrespective of the parties’ choice of applicable substantive law. The Fifth District’s opinion in Bennett merely agrees with the reasoning of the majority conclusion in BDO Seidman that “section 768.79 applies to all civil actions for damages brought in Florida, even where the substantive law of another jurisdiction is applied.” 845 So.2d at 1004 . If the statute actually stated this, its plain reading would supersede the choice of law by the parties. But it does not. Thus, the reasoning of the Fourth District in BDO Seidman, as agreed with by the Fifth District in Bennett , is erroneous and we disapprove those cases to the extent they conflict with our opinion today.

Under this Florida statute the two-year period provided in the contract would be held void because it is shorter than the five-year period provided for actions based on written contracts under section 95.11(2)(b), Florida Statutes (1975). However, the parties stipulated in their contract that the law of Michigan should govern its effect and interpretation. Michigan law permits the parties to a contract to designate a limitation period within which a lawsuit must be brought, even though shorter than any otherwise applicable statute of limitations, so long as they do not establish a time period of less than one year. Mich. Comp. Laws. § 440.2725 (1970).

Any condition, stipulation or provision in a franchise agreement is void to the extent it purports to waive, or has the effect of waiving, venue or jurisdiction of the state of Idaho’s court system. Any condition, stipulation or provision in a franchise agreement, to the extent it purports to assert, or has the effect of asserting, the choice of law is enforceable. This subsection shall apply to any franchise agreement entered into or renewed on or after July 1, 2003, by any person who at the time of entering into or renewing such franchise agreement was a resident of this state or incorporated or organized under the laws of this state.

As used in this section "franchise agreement" means a written contract or agreement by which: (a) A person ("franchisee") is granted the right to engage in the business of offering, selling or distributing goods or services under a marketing plan or system prescribed in substantial part by a third party ("franchisor"); (b) The operation of the franchisee’s business pursuant to such plan or system is substantially associated with the franchisor’s trademark, service mark, trade name, logotype, advertising or other commercial symbol designating the franchisor of such plan or system; and (c) The franchisee is required to pay the franchisor one thousand dollars ($1,000) or more for the right to transact business pursuant to the plan or system. Such payments shall not include amounts paid: (i) As a reasonable service charge to the issuer of a credit card by an establishment accepting or honoring the credit card; or (ii) For the purchase of goods at a bona fide wholesale price.

II. THE “MOST SIGNIFICANT RELATIONSHIP” TEST IS APPLICABLE IN ANALYZING WHICH STATE’S LAW SHOULD BE APPLIED IN THE INTERPRETATION AND CONSTRUCTION OF CONTRACTS

In Rungee v. Allied Van Lines, Inc., 92 Idaho 718, 722-23 , 449 P.2d 378, 382-83 (1968), quoting from the then proposed (later officially adopted and promulgated in 1969) official draft of the Restatement Second of Conflict of Laws, Ch. 8, Contracts, the Supreme Court said: Law Governing in Absence of Effective Parties’ Choice. (1) The rights and duties of the parties with respect to an issue in contract are determined by the local law of the State which, as to that issue, has the most significant relationship to the transaction and the parties under the principles stated in § 6. (2) In the absence of an effective choice of law by the parties (see § 187), the contacts to be taken into account in applying the principles of § 6 to determine the law applicable to an issue include: (a) the place of contracting, (b) the place of negotiation of the contract, (c) the place of performance, (d) the location of the subject matter of the contract, and (e) the domicile, residence, nationality, place of incorporation and place of business of the parties.

Indiana law regarding contracts controls. The agreement Larry seeks to enforce was negotiated and allegedly formed while the parties lived in Indiana. A large part of the performance claimed by him took place in Indiana; much of the subject matter of the contract was located in Indiana; and, the parties were domiciled in Indiana. Therefore, under the “most significant relationship” test, Indiana law regarding contracts applies in determining whether the parties reached an enforceable agreement.

Lawrence Sweet appeals the decision of the district court which affirmed the decision of the magistrate court that an alleged oral agreement regarding a property division of marital property from a November 6, 1991, Indiana court hearing was invalid.

Nothing in this section shall affect contract provisions relating to arbitration so long as the contract does not require arbitration to be conducted outside the state of Idaho.

The decision of the magistrate court, upheld by the district court is affirmed. Costs and attorney fees are awarded to Joyce Sweet’s estate.

Generally, choice of law provisions will be honored. Hofeld v. Nationwide Life Insurance Co., 59 Ill.2d 522, 528-29 , 322 N.E.2d 454 (1975); see also Hartford v. Burns International Security Services, Inc., 172 Ill.App.3d 184, 187 , 122 Ill.Dec. 204 , 526 N.E.2d 463 (1988). As to procedural matters, however, the law of the forum controls.

Statutes of limitations are procedural, merely fixing the time in which the remedy for a wrong may be sought, and do not alter substantive rights. Fredman Brothers 109 Ill.2d at 209 , 93 Ill.Dec. 360 , 486 N.E.2d 893 ; see also Cox, 212 Ill.App.3d at 1062 , 156 Ill.Dec. 1031 , 571 N.E.2d 1011 . Accordingly, Illinois law governs the timeliness of plaintiff's claim under the 1980 dealer agreement.

(a) Except as otherwise provided in this Section, when a transaction bears a reasonable relation to this State and also to another state or nation the parties may agree that the law either of this State or of such other state or nation shall govern their rights and duties.

A provision contained in or executed in connection with a building and construction contract to be performed in Illinois that makes the contract subject to the laws of another state or that requires any litigation, arbitration, or dispute resolution to take place in another state is against public policy. Such a provision is void and unenforceable.

Any agreement, clause, covenant, or waiver that is a unilateral condition of employment or continued employment and requires the employee or prospective employee to waive, arbitrate, or otherwise diminish any existing or future claim, right, or benefit related to an unlawful employment practice to which the employee or prospective employee would otherwise be entitled under any provision of State or federal law, including that which purports to shorten the applicable statute of limitation, apply non-Illinois law to an Illinois employee's claim, or require a venue outside of Illinois to adjudicate an Illinois employee's claim, is against public policy, void to the extent it denies an employee or prospective employee a substantive or procedural right or remedy related to alleged unlawful employment practices

Except as provided in Section 2-725 of the "Uniform Commercial Code", actions on bonds, promissory notes, bills of exchange, written leases, written contracts, or other evidences of indebtedness in writing and actions brought under the Illinois Wage Payment and Collection Act shall be commenced within 10 years next after the cause of action accrued

When a cause of action has arisen in a state or territory out of this State, or in a foreign country, and, by the laws thereof, an action thereon cannot be maintained by reason of the lapse of time, an action thereon shall not be maintained in this State.

Any agreement, clause, covenant, or waiver that is a mutual condition of employment or continued employment may include provisions that would otherwise be against public policy as a unilateral condition of employment or continued employment, but only if the agreement, clause, covenant, or waiver is in writing, demonstrates actual, knowing, and bargained-for consideration from both parties, and acknowledges the right of the employee or prospective employee to:

Failure to comply with the provisions of subsection (c) shall establish a rebuttable presumption that the agreement, clause, covenant, or waiver is a unilateral condition of employment or continued employment that is governed by subsection (a) or (b).

(1) report any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency enforcing discrimination laws; (2) report any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (3) participate in a proceeding related to unlawful employment practices, including any litigation brought by any federal, State, or local government agency or any other person who alleges that the employer has violated any State, federal, or local law, regulation, or rule; (4) make any truthful statements or disclosures required by law, regulation, or legal process; (5) request or receive confidential legal advice; and (6) engage in concerted activity to address work-related issues.

(b) In the absence of an agreement effective under subsection (a), and except as provided in subsection (c), the Uniform Commercial Code applies to transactions bearing an appropriate relation to this State. (c) If one of the following provisions of the Uniform Commercial Code specifies the applicable law, that provision governs and a contrary agreement is effective only to the extent permitted by the law so specified: (1) Section 2-402; (2) Sections 2A-105 and 2A-106; (3) Section 4-102; (4) Section 4A-507; (5) Section 5-116; (6) Section 8-110; (7) Sections 9-301 through 9-307; (8) Section 12-107.

For the foregoing reasons, we affirm in part and reverse in part the judgments of the circuit and appellate courts and remand this matter to the circuit court for further proceedings. *202 Judgments affirmed in part and reversed in part; cause remanded with directions.

We think it is clear that choice-of-law questions are now to be determined under the Restatement (Second) test: intent of the parties or the most significant relationship.

Under the second Restatement there are two general rules. First, with certain restrictions not applicable here, contracting parties can themselves determine the law which is to control.

The second rule applies where the parties do not make the choice. The court then applies the law of the jurisdiction with the “most significant relationship” to the transaction in dispute.

Except as otherwise provided in this section, when a transaction bears a reasonable relation to this state and also to another state or nation the parties may agree that the law either of this state or of such other state or nation shall govern their rights and duties.

If one of the following provisions of this chapter specifies the applicable law, that provision governs and a contrary agreement is effective only to the extent permitted by the law so specified: a. Section 554.2402; b. Section 554.4102; c. Section 554.5116; d. Section 554.8110; e. Sections 554.9301 through 554.9307; f. Section 554.12507; g. Sections 554.13105 and 554.13106; h. Section 554.14107.

A provision of an in-state construction contract is void and unenforceable as contrary to public policy if the provision does any of the following: a. Makes the in-state construction contract subject to the laws of another state. b. Requires any litigation, mediation, arbitration, or other dispute resolution proceeding arising from the in-state construction contract to be conducted in another state.

The laws of this state shall apply to every in-state construction contract.

As used in this section, “in-state construction contract” means a public, private, foreign, or domestic agreement relating to construction, alteration, repair, or maintenance of any real property in this state and includes agreements for architectural services, demolition, design services, development, engineering services, excavation, or any other improvement to real property in this state, including buildings, shafts, wells, and structures, whether on, above, or under real property in this state.

A choice of law provision in a computer information agreement which provides that the contract is to be interpreted pursuant to the laws of a state that has enacted the uniform computer information transactions Act, as proposed by the national conference of commissioners on uniform state laws, or any substantially similar law, is voidable and the agreement shall be interpreted pursuant to the laws of this state if the party against whom enforcement of the choice of law provision is sought is a resident of this state or has its principal place of business located in this state.

The insured, Jackie, and his agent, Poppen-hagen, plainly intended the insurance policy to be governed by Minnesota law.

The most significant relationship test also comes down in favor of Minnesota law. It was of no importance to the insured or his agent that the insurer’s home office was in Des Moines, Iowa. It was only a coincidence that the plaintiffs happened to be residents of Iowa. The policy was sold in a Minnesota transaction to a Minnesota resident by a Minnesota agent in order to establish an insurer-insured relationship in Minnesota. Under either test Minnesota law applies.. It follows that the trial court erred in determining that Iowa law should apply.

In the absence of an agreement effective under subsection 1, and except as provided in subsection 3, this chapter applies to transactions bearing an appropriate relation to this state.

For purposes of this section, a “computer information agreement” means an agreement that would be governed by the uniform computer information transactions Act or substantially similar law as enacted in the state specified in the choice of laws provision if that state’s law were applied to the agreement.

Where the parties to a contract have entered an agreement that incorporates a choice of law provision, Kansas courts generally effectuate the law chosen by the parties to control the agreement.

As we stated in Davis , however, a well-recognized exception to the general rule allowing parties to incorporate their choice of law into the contract does exist. Where the application of the contracting parties’ choice of law provision engenders a result contrary to public policy, Kansas courts will not apply another state’s law.

Under this approach, the forum state first decides whether a given question is one of substance or procedure and then selects the law of a jurisdiction based on the location of a certain event. See Restatement (First) of Conflict of Laws § 332 (setting forth lex loci contractus, i.e., the law of the state where the contract is made governs); § 378 (tort claims governed by law of the state where injury occurred). Kansas is one of a minority of states that continues to follow the First Restatement.

Except as otherwise provided in this section, when a transaction bears reasonable relation to this state and also to another state or nation the parties may agree that the law either of this state or of such other state or nation shall govern their rights and duties.

Notwithstanding any contractual provision to the contrary, the laws of the state of Kansas shall apply to and govern every contract to be performed in this state. Any litigation, arbitration or other dispute resolution proceeding arising from such contract shall be conducted in this state. Any provision, covenant or clause in such contract that conflicts with the provisions of this subsection shall be void and unenforceable.

"Contract" means any construction contract, motor carrier transportation contract, dealer agreement or franchise agreement.

Because Kansas’ public policy strongly favors the regulation of securities transactions for the protection of Kansas investors, we hold the choice of law provision to be invalid on public policy *549 grounds. Thus, we overturn the district court’s decision and hold die choice of law provision in Oppenheimer’s standard form agreement invalid.

"Construction contract" means an agreement for the design, construction, alteration, renovation, repair or maintenance of a building, structure, highway, road, bridge, water line, sewer line, oil line, gas line, appurtenance or other improvement to real property, including any moving, demolition or excavation, except that no deed, lease, easement, license or other instrument granting an interest in or the right to possess property shall be deemed to be a construction contract even if the instrument includes the right to design, construct, alter, renovate, repair or maintain improvements on such real property.

(4) "Dealership agreement" means an oral or written agreement of definite or indefinite duration between an equipment manufacturer or service provider and an equipment or service dealer which provides for the rights and obligations of the parties with respect to the purchase or sale of such equipment or services.

(5) "Franchise agreement" means any contract or franchise or any other terminology used to describe the contractual relationship between manufacturers, distributors and dealers, by which: (A) A right is granted one party to engage in the business of offering, selling or otherwise distributing goods or services under a marketing plan or system prescribed in substantial part by the other party, and in which there is a community of interest in the marketing of goods or services at wholesale or retail, by lease, agreement or otherwise; and (B) the operation of the grantee's business pursuant to such agreement is substantially associated with the grantor's trademark, service mark, trade name, logotype, advertising or other commercial symbol designating the grantor or an affiliate of the grantor.

(7) "Motor carrier transportation contract" means, with respect to a motor carrier as defined in 49 C.F.R. § 390.5, as in effect on July 1, 2017, or any later version as established in rules and regulations adopted by the state corporation commission, a contract, agreement or understanding covering: (A) The transportation of property by a motor carrier; (B) the entrance on property by the motor carrier for the purpose of loading, unloading or transporting property; or (C) a service incidental to activity described in subparagraph (A) or (B) including, but not limited to, storage of property. "Motor carrier transportation contract" shall not include the uniform intermodal interchange and facilities access agreement administered by the intermodal association of North America or other agreements providing for the interchange, use or possession of intermodal chassis, containers or other intermodal equipment.

(c) If one of the following provisions of the uniform commercial code specifies the applicable law, that provision governs and a contrary agreement is effective only to the extent permitted by the law so specified: (1) K.S.A. 84-2-402, and amendments thereto; (2) K.S.A. 84-2a-105 and 84-2a-106, and amendments thereto; (3) K.S.A. 84-4-102, and amendments thereto; (4) K.S.A. 84-4a-507, and amendments thereto; (5) K.S.A. 84-5-116, and amendments thereto; (6) K.S.A. 84-6-103, and amendments thereto; (7) K.S.A. 84-8-110, and amendments thereto; (8) K.S.A. 2025 Supp. 84-9-301 through 84-9-307, and amendments thereto.

(f) This section applies only to indemnification provisions and additional insured provisions entered into after January 1, 2009.

This issue related to property ownership, rather than contracts, when resolving a conflict-of-laws question.

Because the ownership interest was created in Missouri, the First Restatement of Conflict of Laws favors application of Missouri law. And because the Higdons' account is considered a tenancy by the entirety under Missouri law, M & I Bank cannot use its judgment against Kevin to garnish the account.

Except as otherwise provided in this Title, an issue of conventional obligations is governed by the law of the state whose policies would be most seriously impaired if its law were not applied to that issue.

All other issues of conventional obligations are governed by the law expressly chosen or clearly relied upon by the parties, except to the extent that law contravenes the public policy of the state whose law would otherwise be applicable under Article 3537.

Furthermore, as noted in our prior opinion, it is well established that where the parties stipulate the state law governing the contract, Louisiana conflict of laws principles require that the stipulation be given effect, unless there is statutory or *405 jurisprudential law to the contrary or strong public policy considerations justifying the refusal to honor the contract as written.

That state is determined by evaluating the strength and pertinence of the relevant policies of the involved states in the light of: (1) the pertinent contacts of each state to the parties and the transaction, including the place of negotiation, formation, and performance of the contract, the location of the object of the contract, and the place of domicile, habitual residence, or business of the parties; (2) the nature, type, and purpose of the contract; and (3) the policies referred to in Article 3515, as well as the policies of facilitating the orderly planning of transactions, of promoting multistate commercial intercourse, and of protecting one party from undue imposition by the other.

The provisions of every employment contract or agreement, or provisions thereof, by which any foreign or domestic employer or any other person or entity includes a choice of forum clause or choice of law clause in an employee's contract of employment or collective bargaining agreement, or attempts to enforce either a choice of forum clause or choice of law clause in any civil or administrative action involving an employee, shall be null and void except where the choice of forum clause or choice of law clause is expressly, knowingly, and voluntarily agreed to and ratified by the employee after the occurrence of the incident which is the subject of the civil or administrative action.

As discussed above, at Item 3.A. of the Information Page, the parties stipulated that the policy applies to the workers' compensation law of Texas. Furthermore, the policy's limited reimbursement endorsement expressly limited reimbursements to Texas and set forth the venue for any lawsuits involving reimbursements as Travis County, Texas. In light of the stipulations made by the parties in the policy, we find that Texas law should be applied in determining whether the policy provided coverage to O'Bannon and Moriah. Our review of the record reveals that neither Louisiana nor any other state was listed under Item 3.A. or under 3.C. of the Information Page, which expressly provides that the policy applies to the workers' compensation law of the State of Texas. Based on the clear and unambiguous terms of the policy, O'Bannon and Moriah are not entitled to receive benefits under the LWCA.

In accordance with past decisions favoring the use of the Restatement to resolve choice of law disputes, we adopt the guidelines of the Restatement (Second) Conflicts of Laws section 187(2) to interpret this contractual choice of law provision.

Pursuant to section 187(2), we will enforce a contractual choice of law provision “unless either (a) the chosen state has no substantial relationship to the parties or the transaction and there is no other reasonable basis for the parties’ choice, or (b) the application of the law of the chosen state would be contrary to a fundamental policy of a state which has a materially greater interest than the chosen state in the determination of the particular issue_” Restatement (SECOND) CONFLICTS OF LAWS § 187(2) (1971). Applying section 187(2), we conclude that the contractual choice of law provision in Sehroeder’s employment agreement requires that Delaware law govern this dispute.

A substantial relationship exists between Delaware and the employment agreement because Rynel is incorporated in Delaware. See Restatement (Second) Conflicts of Laws § 187(2)(a) (1971). Incorporation in a state constitutes a substantial relationship.

In addition, a reasonable basis existed for the parties choice of Delaware law. See Restatement (Second) Conflicts of Law § 187(2)(a) (1981). If parties choose a state’s laws to govern because of that state’s well-known and established body of law, then a court will enforce that choice of law provision.

Assuming sections 621 and 626 set forth a fundamental policy of Maine, the application of Delaware law to Schroeder’s claim only violates that policy if there are “significant differences in the application of the law of the two states.”

We will not refuse to apply Delaware law merely because a different result would be reached pursuant to Maine law. See, e.g., Restatement (Second) Conflicts of Law § 187 cmt. g (1971); Tele-Save, 814 F.2d at 1123 ; Barnes Group, Inc. v. C & C Products, Inc., 716 F.2d 1023, 1031 (4th Cir.1983). After examining the relevant statutory provisions pursuant to Maine and Delaware law, we decline to hold unenforceable the choice of law provision on the ground that the application of Delaware law to Schroeder’s claim violates a fundamental policy of Maine.

We have adopted the Restatement (Second) Conflict of Laws’ “most significant contacts and relationships approach.” Flaherty v. Allstate Ins. Co., 2003 ME 72, ¶ 16, 822 A.2d 1159. For contract disputes, the “rights and duties of the parties with respect to an issue in contract are to be determined at the forum level by the local law of the state which, with respect to that particular issue, has the most significant relationship to the transaction and the parties.”

Except as otherwise provided in this section, when a transaction bears a reasonable relation to this State and also to another state or nation the parties may agree that the law either of this State or of such other state or nation shall govern their rights and duties.

In the absence of an agreement effective under subsection (1) and except as provided in subsection (3) the Uniform Commercial Code applies to transactions bearing an appropriate relation to this State.

If one of the following provisions of the Uniform Commercial Code specifies the applicable law that provision governs and a contrary agreement is effective only to the extent permitted by the law so specified: (a). Section 2‑402 ;

When a contract contains a choice of law provision, we generally will interpret the contract under the chosen state’s laws.

we assume, without deciding, that the agreement’s choice of law provision controls and that Texas law governs the determination of all of the issues presented by this appeal.

Accordingly, the trial court did not err in dismissing Stenzel and Gerber’s claims against all of the defendants, including BancTec and QualXServ, and in granting Dell’s motion to compel arbitration. The entry is: Judgment affirmed.

Rynel, however, had plans to incorporate in Delaware at the urging of potential investors who sought a predictable body of corporate law to govern their investment.

The trial court did not err when it upheld the choice of law provision providing that Delaware law applies to disputes arising from the employment agreement. Schroeder only pled violations of Maine law, and, as a result, the trial court did not err when it granted a summary judgment for Rynel.

Schroeder’s assertions fail to raise a genuine issue of material fact with respect to the defense that the employment agreement was a contract of adhesion. The entry is: Judgment affirmed.

We are also committed to the rule that the parties, acting in good faith and without an intent to evade the law, may agree that the law of either state shall govern. 4 Here the parties expressly agreed that the law of Illinois should govern.

Provisions contained in, or executed in connection with, a building and construction contract to be performed in Minnesota making the contract subject to the laws of another state or requiring that any litigation, arbitration, or other dispute resolution process on the contract occur in another state are void and unenforceable.

An employer must not require an employee who primarily resides and works in Minnesota, as a condition of employment, to agree to a provision in an agreement or contract that would do either of the following: (1) require the employee to adjudicate outside of Minnesota a claim arising in Minnesota; or (2) deprive the employee of the substantive protection of Minnesota law with respect to a controversy arising in Minnesota.

Any provision of a contract or agreement that violates paragraph (a) is voidable at any time by the employee and if a provision is rendered void at the request of the employee, the matter shall be adjudicated in Minnesota and Minnesota law shall govern the dispute.

For purposes of this section, adjudication includes litigation and arbitration. (e) This subdivision applies only to claims arising under this section.

(a) Except as provided by subdivision 2 and section 541.33 , if a claim is substantively based: (1) upon the law of one other state, the limitation period of that state applies; or (2) upon the law of more than one state, the limitation period of one of those states chosen by the law of conflict of laws of this state applies. (b) The limitation period of this state applies to all other claims.

If the statute of limitations of another state applies to the assertion of a claim in this state, the other state's relevant statutes and other rules of law governing tolling and accrual apply in computing the limitation period, but its statutes and other rules of law governing conflict of laws do not apply.

If the court determines that the limitation period of another state applicable under sections 541.31 and 541.32 is substantially different from the limitation period of this state and has not afforded a fair opportunity to sue upon, or imposes an unfair burden in defending against, the claim, the limitation period of this state applies.

Sections 541.30 to 541.35 apply to claims arising from incidents occurring on or after August 1, 2004.

The trial court’s decision that North Dakota law was applicable was based on its belief that “the law of the state where a contract is made governs construction of the contract.” At one time this was a correct statement of the law, see, e.g., Combined Insurance Co. of America v. Bode, 247 Minn. 458, 463-64 , 77 N.W.2d 533, 536 (1956). However, this court has abandoned the lex loci doctrine in favor of the “choice influencing considerations” methodology. Milkovich v. Saari, 295 Minn. 155, 161-64 , 203 N.W.2d 408, 412-13 (1973).

We need go no further than to hold that the law of Illinois governs as to the proper con *464 struction of the contract. 2 The place of making is where the last act necessary to give validity to the contract is performed. 3 Here the last act to be performed under the express terms of the contract was the signing of the contract by plaintiff in Chicago, Illinois.

The guaranty provides: “This agreement * * shall be governed by the Laws of the State of New York.” This court is “committed to the rule” that parties may agree that the law of another state shall govern their agreement and will interpret and apply the law of another state where such an agreement is made. Combined Insurance Co. of America v. Bode, 247 Minn. 458, 464 , 77 N.W.2d 533, 536 (1956).

The personal guaranty Sticha signed expressly requires written notice to Milliken to revoke. His alleged oral communications to Nicolai do not operate to satisfy that requirement under New York law.

"Building and construction contract" means a contract for the design, construction, alteration, improvement, repair or maintenance of real property, highways, roads or bridges. The term does not include contracts for the maintenance or repair of machinery, equipment or other such devices used as part of a manufacturing, converting or other production process, including electric, gas, steam, and telephone utility equipment used for production, transmission, or distribution purposes.

If a cause of action arises outside of this state and the action is barred under the applicable statute of limitations of the place where it arose, the action may be maintained in this state if the plaintiff is a resident of this state who has owned the cause of action since it accrued and the cause of action is not barred under the applicable statute of limitations of this state.

For the purpose of this section, "building and construction contract" has the meaning given the term in section 337.01 .

In 2004, the legislature enacted a new borrowing statute based on the Uniform Conflict of Laws-Limitations Act. Minn. Stat. § 541.31 (2008). 2 The new statute, which would require application of Pennsylvania’s statute of limitations if it controlled in this case, only applies to “claims arising from incidents occurring on or after August 1, 2004.” Minn.Stat. § 541.34 (2008). Because the parties agree, for purposes of the certified question, that Fleeger’s claim arose in 2002, the statute does not determine the outcome here. Rather, the common law does.

In a case commenced in Minnesota, does the Minnesota statute of limitations apply to the personal injury claims of a non-Minnesota resident against a defendant not a resident of Minnesota, where the events giving rise to the claims did not occur in Minnesota and took place before August 1, 2004? We answer the certified question “yes.”

A contract is to be interpreted according to the law and usage of the place where it is to be performed or, if it does not indicate a place of performance, according to the law and usage of the place where it is made.

A provision, covenant, clause, or understanding that is in, collateral to, or affects a construction contract for a project in this state and that makes the contract subject to the laws of another state or that requires any litigation, arbitration, or other dispute resolution proceeding arising from a dispute pertaining to the contract to be conducted in another state is against the public policy of this state and is void and unenforceable.

The first prong of the Modroo test requires that this Court determine whether Montana law would apply under the Restatement § 188 had the parties made no valid choice-of-law election in their contract. Modroo, ¶ 54. In relevant part, that section provides: (1) The rights and duties of the parties with respect to an issue in contract are determined by the local law of the state which, with respect to that issue, has the most significant relationship to the transaction and the parties under the principles stated in § 6.

In reliance on our decision in Keystone v. Triad Systems Corporation, 1998 MT 326, 292 Mont. 229, 971 P.2d 1240, the District Court concluded that forum selection clauses are against Montana public policy, stating: “choice of forum clauses are void as unconstitutional.”

In sum, we refuse to apply the law of the state chosen by the parties if three factors are met: (1) but for the choice of law provision, Montana law would apply under § 188 of the Restatement; (2) Montana has a materially greater interest in the particular issue than the parties chosen state; and (3) application of the chosen state’s law would contravene a Montana fundamental policy.

Because there is no authority to award attorney fees under the contract, and, as the contract is governed by Michigan law and therefore Montana’s reciprocal attorney fees statute, § 28-3-704(1), MCA, does not apply, the District Court was without legal authority to award attorney fees.

Barber and Bradford negotiated and entered into a valid employment contract. The parties’ choice-of-law provision in that contract is enforceable under this Court’s approach under the Restatement, and the forum selection provision is enforceable under North Carolina law. We affirm.

We have recognized that persons residing in differ- ent states may select the law of either state to govern their - 307 - Nebraska Supreme Court Advance Sheets 315 Nebraska Reports ROSE V. AMERICAN FAMILY INS. CO. Cite as 315 Neb. 302 contract and that the parties’ choice of law will ordinarily govern.

Although we have determined that contractual limita- tion periods shorter than Nebraska statutory periods are not enforceable for policies issued in Nebraska, such provisions will be enforced in Nebraska when they appear in contracts entered into in other states.

Because the dispute over Coral and KJJ’s preferential purchase right involves a contractual claim to purchase property interests, rather than directly affecting title to Nebraska real property, the parties were free to choose Texas law to govern this claim, and the district court did not err in so determining

In an effort to present a consistent rule for future cases involving conflicts of law, we hereby adopt the approach set forth in the Restatement (Second), supra, § 188.

While the mini- mum contacts personal jurisdiction analysis is distinct from a choice-of-law analysis, a choice-of-law contractual provision in favor of the forum state’s law is a relevant contact with the forum.

The following provisions in any contract or subcontract for construction work performed within the State of Nebraska shall be against public policy and shall be void and unenforceable: (1) A provision that purports to waive, release, or extinguish rights to file a claim against a payment or performance bond, except that a contract or subcontract may require a contractor or subcontractor to provide a waiver or release of such rights as a condition for payment, but only to the extent of the amount of the payment received; (2) A provision that purports to make any state law other than that of Nebraska applicable to or governing any contract for construction within the state; or

The Nebraska Construction Prompt Pay Act does not apply to improvements to real property intended for residential purposes when the residence consists of no more than four residential units.

The Nebraska Construction Prompt Pay Act applies to contracts or subcontracts entered into on or after October 1, 2010.

No insurance company shall issue in this state any policy or contract of insurance containing a provision, stipulation or agreement that such policy shall be construed according to the laws of any other state or country, or any provision limiting the time within which an action may be brought to less than the regular period of time prescribed by the statutes of limitations of this state, unless otherwise prescribed by this chapter.

It shall be a violation of the Equipment Business Regulation Act for a supplier: (1) To require a dealer to accept delivery of equipment, repair parts, or attachments that the dealer has not voluntarily ordered; (2) To require a dealer to order or accept delivery of equipment with special features or attachments not included in the base list price of such equipment as publicly advertised by the supplier; (3) To require a dealer to enter into any agreement, whether written or oral, amendatory or supplementary to an existing dealer agreement with the supplier unless such amendatory or supplementary agreement is imposed on similarly situated dealers; (4) To take action terminating, canceling, failing to renew, or substantially changing the competitive circumstances intended by the dealer agreement due to the results of conditions beyond the dealer's control, including drought, flood, labor disputes, or economic recession. This subdivision shall not apply if the dealer is in default of a security agreement in effect with the supplier; (5) To condition the renewal or extension of a dealer agreement on (a) the dealer's substantial renovation of its place of business or the construction, purchase, acquisition, or rental of a new place of business by the dealer unless the supplier advises the dealer in writing of its demand for such renovation, construction, purchase, acquisition, or rental within a reasonable time prior to the effective date of the proposed renewal or extension, but in no case less than one year prior to such date, or (b) capital construction exceeding the terms of the dealer agreement in force and effect on May 2, 1991; (6) To include any condition, stipulation, or provision in any dealer agreement purporting to waive compliance with any provision of the Equipment Business Regulation Act or any other provision of state law applying to such agreements; or (7) To include any provision in any dealer agreement restricting jurisdiction or venue to a forum outside this state or requiring the application of the laws of another state to disputes arising under the agreement.

unless the transfer has been authorized in advance in a final order of a court of competent jurisdiction based on the court's written express findings that: (a) The transfer complies with the requirements of the Structured Settlements Transfers Protection Act; (b) The transferee has provided to the payee a disclosure statement in no smaller than fourteen-point type specifying: (i) The amounts and due dates of the structured settlement payments to be transferred; (ii) The aggregate amount of the payments; (iii) The discounted present value of the payments, together with the discount rate used in determining the discounted present value; (iv) The gross amount payable to the payee in exchange for the payments; (v) An itemized listing of all brokers' commissions, service charges, application fees, processing fees, closing costs, filing fees, referral fees, administrative fees, legal fees, notary fees, and other commissions, fees, costs, expenses, and charges payable by the payee or deductible from the gross amount otherwise payable to the payee; (vi) The net amount payable to the payee after deduction of all commissions, fees, costs, expenses, and charges described in subdivision (1)(b)(v) of this section; (vii) The quotient, expressed as a percentage, obtained by dividing the net payment amount by the discounted present value of the payments. Such quotient shall be disclosed in the following statement "The net amount that you will receive from us in exchange for your future structured settlement payments represents ....% of the estimated current value of the payments."; (viii) The effective annual interest rate. Such rate shall be disclosed in the following statement "Based on the amount that you will receive from us and the amounts and timing of the structured settlement payments that you are turning over to us, you will, in effect, be paying interest to us at a rate of ....% per year."; and (ix) The amount of any penalty and the aggregate amount of any liquidated damages, including penalties, payable by the payee in the event of a breach of the transfer agreement by the payee; (c) The transfer is in the best interests of the payee, taking into account the welfare and support of the payee's dependents, and the net amount payable to the payee is not unfair, unjust, or unreasonable under existing circumstances; (d) The payee has received, or waived his or her right to receive, independent professional advice regarding the legal, tax, and financial implications of the transfer; (e) The transferee has given written notice of the transferee's name, address, and taxpayer identification number to the annuity issuer and the structured settlement obligor and has filed a copy of the notice with the court; (f) The transfer agreement provides that any disputes between the parties will be governed by the laws of Nebraska and that Nebraska is the proper place of venue to bring any cause of action arising out of a breach of the agreement

While we have neither been cited to nor found a case in which we have addressed what law governs the foreclosure of a mortgage on Nebraska land, we have recently reaffirmed that in the context of inheritance rights, the law of the situs of the land governs exclusively the rights to the land and the methods of its transfer.

Vanice claims the district court erred in finding his action time barred because Missouri law applies and it provides a 20-year period of limitations, but that even if Nebraska law were to apply, the appropriate period of limitations likewise is 20 years.

(2) The law of the state chosen by the parties to govern their contractual rights and duties will be applied, even if the particular issue is one which the parties could not have resolved by an explicit provision in their agreement directed to that issue, unless either “(a) the chosen state has no substantial relationship to the parties or the transaction and there is no other reasonable basis for the parties’ choice, or “(b) application of the law of the chosen state would be contrary to a fundamental policy of a state which has a materially greater interest than the chosen state in the determination of the particular issue and which, under the rule of § 188, would be the state of the applicable law in the absence of an effective choice of law by the parties.

NOTICE: THIS OPINION IS NOT DESIGNATED FOR PERMANENT PUBLICATION AND MAY NOT BE CITED EXCEPT AS PROVIDED BY NEB. CT. R. APP. P. § 2-102(E).

(1) A term of a dealer agreement which is inconsistent with the terms of the Equipment Business Regulation Act is contrary to public policy and is void and unenforceable and shall not waive any rights which are provided to a person by the act.

As pled, Vanice’s foreclosure action is time *304 barred; consequently, the operative petition fails to state a cause of action. However, when a demurrer to a petition is sustained, a court must grant leave to amend, unless it is clear that no reasonable possibility exists that amendment will correct the defect. Id. Since the agreement makes reference to a note, the operative petition raises a possibility that there exists a document which sets forth a payment schedule which might change the maturity date of the debt secured by the mortgage. That being so, the district court erred by failing to grant Vanice a further opportunity to amend. V. JUDGMENT Accordingly, the judgment of the district court is reversed and the matter remanded for further proceedings consistent with this opinion. Reversed and remanded for FURTHER PROCEEDINGS.

A provision in a foreclosure consulting contract is void as against public policy if the provision attempts or purports to: (1) Waive any of the rights specified in sections 76-2713 to 76-2718 or the right to a jury trial; (2) Consent to jurisdiction for litigation or choice of law in a state other than Nebraska;

A provision in an equity purchase contract between an equity purchaser and a homeowner is void as against public policy if it attempts or purports to: (1) Waive any of the rights specified in sections 76-2719 to 76-2727 or the right to a jury trial; (2) Consent to jurisdiction for litigation or choice of law in a state other than Nebraska;

Contractor does not include an individual or an entity performing work on a contract for the State of Nebraska or performing work on a federal-aid or state-aid project of a political subdivision in which the state makes payments to the contractor on behalf of the political subdivision; (2) Owner means a person (a) who has an interest in any real property improved, (b) for whom an improvement is made, or (c) who contracted for an improvement to be made. Owner includes a person, an entity, or any political subdivision of this state. Owner does not include the State of Nebraska;

When considering whether a con- tractual choice‑of‑law provision is determinative, we have adopted Restatement (Second) of Conflict of Laws § 187(1) at 561 (1971), which provides, in relevant part: “The law of the state chosen by the parties to govern their contractual rights and duties will be applied if the particular issue is one which the parties could have resolved by an explicit provision in their agreement directed to that issue.”

Applying these principles to the facts and circumstances of the present case, we find that Minnesota is the state with the most significant relationship to the transaction and the parties.

Ordinarily, when parties to a contract have agreed to be governed by the laws of a particular state, New Jersey courts will uphold the contractual choice if it does not violate New Jersey's public policy.

That view is reflected in the Restatement (Second) of Conflicts of Laws § 187 (1969) ( Restatement ), which provides that the law of the state chosen by the parties will apply, unless either: (a) the chosen state has no substantial relationship to the parties or the transaction and there is no other reasonable basis for the parties' choice, or (b) application of the law of the chosen state would be contrary to a fundamental policy of a state which has a materially greater interest than the chosen state in the determination of the particular issue and which * * * would be the state of the applicable law in the absence of an effective choice of law by the parties.

Although a close question, we do not believe that the trial court erred in applying New Jersey law to the dispute between the parties.

a. Except as otherwise provided in this section, when a transaction bears a reasonable relation to this State and also to another state or nation the parties may agree that the law either of this State or of that other state or nation shall govern their rights and duties.

b. In the absence of an agreement effective under subsection a. of this section, and except as provided in subsection c. of this section, the Uniform Commercial Code applies to transactions bearing an appropriate relation to this State. c. If one of the following provisions of the Uniform Commercial Code specifies the applicable law, that provision governs and a contrary agreement is effective only to the extent permitted by the law so specified: (1) section 12A:2-402; (2) sections 12A:2A-105 and 12A:2A-106; (3) section 12A:4-102; (4) section 12A:4A-507; (5) section 12A:5-116; (6) section 12A:8-110; (7) sections 12A:9-301 through 12A:9-307.

the court recognized that the state in which the franchisee is located has a significant policy interest in governing the relations between the parties, and determined that the law of that state would apply rather than the law of the contractually-agreed-on forum.

The Chancery Division issued a declaratory judgment that the relationship between the parties constituted a "franchise" and that that relationship was subject to the Act. The Chancery Division ruled first that the importance of New Jersey's interest in protecting its franchisees nullified the 1984 agreement's California choice-of-law provision.

The judgment of the Appellate Division is reversed and the judgment of the Chancery Division is reinstated.

As the New Jersey Act and the cases interpreting it make clear, New Jersey has a strong policy in favor of protecting its franchisees. In this case, New Jersey has significant "contacts" with the transaction. The franchisee is located here and the majority of ISI's employees reside in New Jersey. The franchise-specific investments, referred to below, relate primarily *346 to the assets in New Jersey and the goodwill developed for CCC by New Jersey residents. New Jersey would undoubtedly be the state of applicable law had no choice-of-law provision existed.

"Few franchises are intrastate," and were parties free to dispense with the protection afforded by franchise acts, any "large franchisor by insertion of a choice of law provision requiring the application of the franchisor's home state's law, could with a stroke of a pen remove the beneficial effect of the franchisee's state's remedial legislation." Winer Motors, supra, 208 N.J. Super. at 671-72 , 506 A. 2d 817 . "We will reject even the parties' choice of New Jersey local law in order to preserve the fundamental public policy of the franchisee's home state where its statutes afford greater protection." Id. at 672, 506 A. 2d 817

The court qualified its interpretation of New Jersey law to the extent that it actually conflicted with the law of sister-states. The record is sufficient to allow New Jersey law to apply.

1. The parties to any contract, agreement or undertaking, contingent or otherwise, in consideration of, or relating to any obligation arising out of a transaction covering in the aggregate not less than two hundred fifty thousand dollars, including a transaction otherwise covered by subsection (a) of section 1--301 of the uniform commercial code, may agree that the law of this state shall govern their rights and duties in whole or in part, whether or not such contract, agreement or undertaking bears a reasonable relation to this state. This section shall not apply to any contract, agreement or undertaking (a) for labor or personal services, (b) relating to any transaction for personal, family or household services, or (c) to the extent provided to the contrary in subsection (c) of section 1--301 of the uniform commercial code.

Therefore, we hold that, when parties include a choice-of-law provision in a contract, they intend that the law of the chosen state -- and no other state -- will be applied. In such a situation, the chosen state's substantive law -- but not its common-law conflict-of-laws principles or statutory choice-of-law directives -- is to be applied, unless the parties expressly indicate otherwise. Accordingly, the first certified question should be answered in the negative and the second certified question not answered as academic.

We must determine whether New York’s public policy against such contracts is so fundamental that it should override the parties’ choice of law. We hold that it is not, and that the parties’ choice of law controls.

In short, Welsbach has not sustained its “heavy burden” of proving that application of Florida law would be offensive to a fundamental public policy of this State (see Cooney, 81 NY2d at 80 ). Accordingly, the order of the Appellate Division should be reversed, with costs, plaintiffs motion, insofar as it seeks to dismiss the fifth and eleventh affirmative defenses interposed in the answer, denied and the certified question answered in the negative.

2. Nothing contained in this section shall be construed to limit or deny the enforcement of any provision respecting choice of law in any other contract, agreement or undertaking.

1. Notwithstanding any act which limits or affects the right of a person to maintain an action or proceeding, including, but not limited to, paragraph (b) of section thirteen hundred fourteen of the business corporation law and subdivision two of section two hundred-b of the banking law, any person may maintain an action or proceeding against a foreign corporation, non-resident, or foreign state where the action or proceeding arises out of or relates to any contract, agreement or undertaking for which a choice of New York law has been made in whole or in part pursuant to section 5-1401 and which (a) is a contract, agreement or undertaking, contingent or otherwise, in consideration of, or relating to any obligation arising out of a transaction covering in the aggregate, not less than one million dollars, and (b) which contains a provision or provisions whereby such foreign corporation or non-resident agrees to submit to the jurisdiction of the courts of this state.

We now extend that holding to contracts that do not fall under General Obligations Law § 5- 1401, and clarify that this rule obviates the application of both common-law conflict-of-laws principles and statutory choice-of-law directives, unless the parties expressly indicate otherwise.

As we said in Cooney v Osgood Mach. ( 81 NY2d 66, 79 [1993]), “plainly not every difference between foreign and New York law threatens our public policy. Indeed, if New York statutes or court opinions were routinely read to express fundamental policy, choice of law principles would be meaningless.”

Section 34 seeks to protect New York subcontractors from the oppressive use of bargaining power. Here, neither party is a New York corporation; notably, MasTec is a Florida corporation. As dissenting Justice Krausman pointed out, both are sophisticated commercial entities that knowingly and voluntarily entered into the subcontract. Considering these factors and given the checkered history of pay-if-paid clauses in the construction industry, we cannot say they are “truly obnoxious” so as to void the parties’ choice of law.

Moreover, it was not until 2002 that New York enacted section 757 of the General Business Law rendering void any provision that makes a construction contract subject to the laws of another state.

§ 757. Void provisions. The following provisions of construction contracts shall be void and unenforceable: 1. A provision, covenant, clause or understanding in, collateral to or affecting a construction contract, with the exception of a contract with a material supplier, that makes the contract subject to the laws of another state or that requires any litigation, arbitration or other dispute resolution proceeding arising from the contract to be conducted in another state.

1. "Construction contract" means a written or oral agreement for the construction, reconstruction, alteration, maintenance, moving or demolition of any building, structure or improvement, or relating to the excavation of or other development or improvement to land, and where the aggregate cost of the construction project including all labor, services, materials and equipment to be furnished, equals or exceeds one hundred fifty thousand dollars. For the purposes of this article a construction contract shall not include any such contract made and awarded by the state, any public department, any public benefit corporation, any public corporation or official thereof, or a municipal corporation or official thereof for construction, reconstruction, alteration, repair, maintenance, moving or demolition of any public works project nor any contract with a contractor or subcontractor which is part of such project; or any such contract the purpose of which is the construction, reconstruction, alteration, repair, maintenance, moving or demolition of an individual one, two or three family residential dwelling or a residential tract development of one hundred or less one or two family dwellings, or any residential construction project where the aggregate size of such project is four thousand five hundred square feet or less, or any residential project of fewer than seventy-five units which receives financial assistance from the federal government, the state or a municipal entity designed for households earning an average of one hundred twenty-five percent of the housing and urban development agency area median income.

This Court has held that where parties to a contract have agreed that a given jurisdiction's substantive law shall govern the interpretation of the contract, such a contractual provision will be given effect. Thus by the provisions of this contract, the law of the Commonwealth of Virginia governs our determination of its validity.

the interpretation of a contract is governed by the law of the place where the contract was made.

We find also that the land sale contract in this case is valid under Virginia law and therefore we affirm the opinion of the Court of Appeals. Affirmed.

The first type, the choice of law provision, names a particular state and provides that the substantive laws of that jurisdiction will be used to determine the validity and construction of the contract, regardless of any conflicts between the laws of the named state and the state in which the case is litigated.

Although the language used may differ from one contract to another, one or more of three types of provisions (choice of law, consent to jurisdiction, and forum selection), which have very distinct purposes, may often be found in the boilerplate language of a contract.

A provision in any contract, subcontract, or purchase order for the improvement of real property in this State, or the providing of materials therefor, is void and against public policy if it makes the contract, subcontract, or purchase order subject to the laws of another state, or provides that the exclusive forum for any litigation, arbitration, or other dispute resolution process is located in another state.

The second type, the consent to jurisdiction provision, concerns the submission of a party or parties to a named court or state for the exercise of personal jurisdiction over the party or parties consenting thereto. By consenting to the jurisdiction of a particular court or state, the contracting party authorizes that court or state to act against him.

A third type, a true forum selection provision, goes one step further than a consent to jurisdiction provision. A forum selection provision designates a particular state or court as the jurisdiction in which the parties will litigate disputes arising out of the contract and their contractual relationship. We are not here concerned with a true forum selection provision.

Despite Johnston County’s characterization of the provision as a forum selection clause and the Court of Appeals’ treatment of it as such, this provision is a consent to jurisdiction clause, whereby the contractor, in this case Rouse, waived any right to challenge the North Carolina courts’ exercise of personal jurisdiction over it.

If one of the following provisions of this Chapter specifies the applicable law, that provision governs and a contrary agreement is effective only to the extent permitted by the specified law: (1) G.S. 25-2-402. (2) G.S. 25-2A-105 and G.S. 25-2A-106. (3) G.S. 25-4-102. (4) G.S. 25-4A-507. (5) G.S. 25-5-116. (6) G.S. 25-8-110. (7) G.S. 25-9-301 through G.S. 25-9-307. (8) G.S. 25-12-107.

Except as otherwise provided in this section, when a transaction bears a reasonable relation to this State and also to another state or nation the parties may agree that the law either of this State or of the other state or nation governs their rights and duties. Except as otherwise provided in subsection (c) of this section, the parties to a business contract as defined in G.S. 1G-2(1) may agree in the business contract that North Carolina law governs their rights and duties in whole or in part, pursuant to G.S. 1G-3.

(b) In the absence of an agreement effective under subsection (a) of this section, and except as provided in subsection (c) of this section, this Chapter applies to transactions bearing an appropriate relation to this State.

The “Choice of Law/Forum” clause states: “The parties agree that this agreement is governed by the laws of the State of South Dakota and that the state circuit court situated in Minnehaha County, South Dakota, shall be the exclusive jurisdiction of any disputes relating to this Agreement.”

We reverse under N.D.C.C. § 28-04.1-03(5), concluding the forum-selection clause in the parties’ employment agreement violates North Dakota’s public policy against non-compete agreements. The non-compete clause is unenforceable under N.D.C.C. § 9-08-06 to the extent it limits Osborne from exercising a lawful profession, trade, or business in North Dakota.

We agree with Osborne that § 9-08-06 may be circumvented if the forum-selection clause is held enforceable. First, the employment contract has a choice-of-law provision requiring South Dakota law to be used. Second, South Dakota law permits limited covenants-not-to-compete. See S.D. Codified Laws § 53-9-11 ; Centrol, Inc. v. Morrow, 489 N.W.2d 890, 893-94 (S.D. 1992). Third, the record indicates that in 2012, the state circuit court in Minnehaha County, South Dakota, granted Brown a preliminary injunction against another of its former North Dakota employees, preventing that employee from competing with Brown in North Dakota.

one may not contract for application of another state’s law or forum if the natural result is to allow enforcement of a non-compete agreement in violation of North Dakota’s longstanding and strong public policy against non-compete agreements.

A contract by which anyone is restrained from exercising a lawful profession, trade, or business of any kind is to that extent void, except:

The relevant portion of § 9-08-06 cited above was drawn-from the Field Code and originally enacted as a part of the Dakota Territory Civil Code of 1866.

We have previously stated that § 9-08-06 “represents one of the oldest and most continuous applications of public policy in contract law.”

If the parties have agreed in writing that an action on a controversy may be brought only in another state and it is brought in a court of this state, the court will dismiss or stay the action, as appropriate, unless: - The court is required by statute to entertain the action; - The plaintiff cannot secure effective relief in the other state, for reasons other than delay in bringing the action; - The other state would be a substantially less convenient place for the trial of the action than this state; - The agreement as to the place of the action was obtained by misrepresentation, duress, the abuse of economic power, or other unconscionable means; or - It would for some other reason be unfair or unreasonable to enforce the agreement.

“If the parties have agreed in writing that an action on a controversy may be brought only in another state and it is brought in a court of this state, the court will dismiss or stay the action, as appropriate, unless ... 5. It would for some other reason be unfair or unreasonable to enforce the agreement.” N.D.C.C. § 28-04.1-03; see also Servewell Plumbing, LLC v. Federal Ins. Co., 439 F.3d 786, 789 (8th Cir. 2006) (citing M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 15 , 92 S.Ct. 1907 , 32 L.Ed.2d 513 (1972)) (stating that “forum selection clauses are prima facie valid and are enforced unless they are unjust or unreasonable or invalid”). A forum-selection clause “may be set aside if enforcement would contravene a strong public policy of the forum in which suit is brought.”

We reverse the district court’s order granting Brown’s motion to dismiss for improper venue and remand for further proceedings consistent with this opinion.

The court below held, and we agree, that under these circumstances the correct rule to apply is the one set forth in the Restatement of Law 2d (1971) 561, Conflict of Laws, Section 187, which provides in part, as follows: “(2) The law of the state chosen by the parties to govern their contractual rights and duties will be applied, even if the particular issue is one which the parties could not have resolved by an explicit provision in their agreement directed to that issue, unless either “(a) the chosen state has no substantial relationship to the parties or the transaction and there is no other reasonable basis for the parties’ choice, or

Under these circumstances, it is our conclusion that New York did bear a substantial relationship to the parties and the contract. Accordingly, there being no issue that the application of New York law would be contrary to the policies of this state, the court of appeals did not err in respecting the agreement of the parties.

“(b) application of the law of the chosen state would be contrary to a fundamental policy of a state which has a materially greater interest than the chosen state in the determination of the particular issue and which, under the rule of § 188, would be the state of the applicable law in the absence of an effective choice of law by the parties.”

The record below indicates that at the time the 1975 contract was entered into, Stereo was located in the state of New York. It apparently moved its operations to New Jersey in 1976. In addition, the contract was executed by Schulke on behalf of Stereo in New York. Finally, until Stereo moved to New Jersey, part of its performance of the contract, including the preparation of the duplicate tapes, took place in New York.

Generally, Ohio follows the rule that where a conflict of law issue arises in a case involving a contract, the law of the state where the contract is to be performed governs. Montana Coal & Coke Co. v. Cincinnati Coal & Coke Co. (1904), 69 Ohio St. 351 , paragraph one of the syllabus; Pittsburgh, Cin., C. & St. L. Ry. Co. v. Sheppard (1897), 56 Ohio St. 68 , paragraph two of the syllabus. Some courts have noted that the rationale for this rule is that the place of performance bears the most significant relationship to the contract. S&S Chopper Service v. Scripter (1977), 59 Ohio App. 2d 311 [ 13 O.O.3d 326 ]; Osborn v. Osborn (1966), 10 Ohio Misc. 171 [ 39 O.O.2d 275 ]. In the instant matter, however, we are confronted with a question which we have not heretofore addressed, i.e., where the parties have specifically designated a forum other than the place of performance, should that decision be respected?

Except as specifically provided by ORS 15.320, 15.325, 15.330, 15.335 or 15.355, the contractual rights and duties of the parties are governed by the law or laws that the parties have chosen. The choice of law may extend to the entire contract or to part of a contract. (2) The choice of law must be express or clearly demonstrated from the terms of the contract. In a standard-form contract drafted primarily by only one of the parties, any choice of law must be express and conspicuous.

The choice of law may be made or modified after the parties enter into the contract. Any choice of law made or modified after the parties enter into the contract must be by express agreement.

The law chosen by the parties pursuant to ORS 15.350 does not apply to the extent that its application would: (a) Require a party to perform an act prohibited by the law of the state where the act is to be performed under the contract; (b) Prohibit a party from performing an act required by the law of the state where it is to be performed under the contract; or (c) Contravene an established fundamental policy embodied in the law that would otherwise govern the issue in dispute under ORS 15.360. (2) For purposes of subsection (1)(c) of this section, an established policy is fundamental only if the policy reflects objectives or gives effect to essential public or societal institutions beyond the allocation of rights and obligations of parties to a contract at issue.

Notwithstanding any other provision of ORS 15.300 to 15.380, but subject to the limitations on applicability imposed by ORS 15.305, the law of Oregon applies to the following contracts: (1) A contract for services to be rendered in Oregon, or for goods to be delivered in Oregon, if Oregon or any of its agencies or subdivisions is a party to the contract. The application of Oregon’s law pursuant to this subsection may be waived by a person authorized by Oregon’s law to make the waiver. (2) A contract for construction work to be performed primarily in Oregon. (3) A contract of employment for services to be rendered primarily in Oregon by a resident of Oregon. (4)(a) A consumer contract, if: (A) The consumer is a resident of Oregon at the time of contracting; and (B) The consumer’s assent to the contract is obtained in Oregon, or the consumer is induced to enter into the contract in substantial measure by an invitation or advertisement in Oregon. (b) For the purposes of this subsection, a consumer contract is a contract for the supply of goods or services that are designed primarily for personal, familial or household use.

ORS 15.300 to 15.380 govern the choice of law applicable to any contract, or part of a contract, when a choice between the laws of different states is at issue. ORS 15.300 to 15.380 do not apply if another Oregon statute expressly designates the law applicable to the contract or part of a contract. ORS 15.320 does not apply to any contract in which one of the parties is a financial institution, as defined by 15 U.S.C. 6827, as in effect on January 1, 2002.

To the extent that an effective choice of law has not been made by the parties pursuant to ORS 15.350 or 15.355, or is not prescribed by ORS 15.320, 15.325, 15.330, 15.335 or 15.380, the rights and duties of the parties with regard to an issue in a contract are governed by the law, in light of the multistate elements of the contract, that is the most appropriate for a resolution of that issue.

A construction contract may not include any provision, covenant or clause that: (a) Makes the construction contract subject to the laws of another state or that requires any litigation, arbitration or other dispute resolution proceeding arising from the construction contract to be conducted in another state; or (b) States that a party to the construction contract cannot suspend performance under the construction contract or terminate the construction contract if another party to the construction contract fails to make prompt payments under the construction contract pursuant to ORS 701.620 to 701.640. (2) Any provision, covenant or clause described in subsection (1) of this section is void and unenforceable.

ORS 701.620 to 701.640 do not apply to: (1) A contract for the construction, alteration, repair, maintenance, moving or demolition of a building that is subject to the Low-Rise Residential Dwelling Code; (2) A public contract under ORS 279.835 to 279.855 or ORS chapter 279A, 279B or 279C; or (3) Housing in which all or part of the dwelling units are reserved for rental to persons having an income equal to or less than 80 percent of the median household income for the area as determined by the Housing and Community Services Department.

Rhode Island has long acknowledged that parties may choose the law that will govern their contractual disputes.

no stipulations of the parties as to the law they intend to have govern their contract will be given effect to, if it is considered to be contrary to the public policy of the law of the forum.

In accordance with § 188 of the Restatement (Second) Conflict of Laws, in the absence of an effective choice-of-law provision, the state law that governs a transaction is the state that “has the most significant relationship to the transaction.”

Generally, in Rhode Island, “parties are permitted to agree that the law of a particular jurisdiction will govern their transaction.”

This Court previously has held that choice-of-law provisions are enforceable if the intention of the parties to stipulate to the jurisdiction is made clear by express language or by the ‘facts and circumstances attending the making of the contract

Barring certain circumstances, Rhode Island will not apply the law of the chosen state if it contravenes fundamental public policy.

Rhode Island also will not apply the law of the chosen state if “the chosen state has no substantial relationship to the parties or the transaction and there is no other reasonable basis for the parties’ choice.”

In conducting a choice-of-law analysis for tort cases, we have looked to the “interest-weighing” approach. See, e.g., Harodite Industries, Inc., 24 A.3d at 534. For contract cases, this Court has not adopted a definitive analysis.

In DeCesare, we held that “[i]n the absence of a contractual stipulation about which law controls, Rhode Island’s conflict-of-laws doctrine provides that the law of the state where the contract was executed governs.”

the trial justice concluded that Connecticut had “very little relationship to this matter, other than the fact that the bank may be headquartered there.”

Therefore, the trial justice declined to enforce the choice-of-law provision and proceeded to conduct an interest-weighing analysis, finding that most of the policy-based factors tipped in favor of applying Rhode Island law. We agree with this outcome.

the right of parties to a contract to have their reciprocal duties and obligations under that contract governed by the law of some particular jurisdiction is limited to the selection or stipulation by them of the law of a jurisdiction which has a real relation to the contract.

Accordingly, we will not interfere with the agreement of two commercial entities to designate a particular jurisdiction to govern the transaction, so long as that jurisdiction has a real relation to the contract. Therefore, Lauro’s appeal is denied and dismissed.

We apply our own procedural law, however, “even if a foreign state’s substantive law is applicable.”

The interest-weighing approach to conflict of law cases is indeed the better rule, and justice will be more equitably administered if the Rhode Island courts apply that rule to tort conflicts cases coming before them. All prior cases that are inconsistent with this view are hereby overruled.

If a contract is principally for the construction or repair of improvements to real property located in Rhode Island and the contract contains a provision that makes the contract or any conflict arising under it subject to the law of another state; to litigation in the courts of another state; or to arbitration in another state; that provision is voidable by the party that is obligated by the contract to perform the construction or repair.

A contract is principally for the construction or repair of improvements to real property located in Rhode Island if the contract obligates a party, as its principal obligation under the contract, to provide labor, or labor and materials, for the construction or repair of improvements to real property located in Rhode Island as a general contractor or subcontractor.

(1) The contract is a partnership agreement or other agreement governing an entity or trust; (2) The contract provides for a loan or other extension of credit and the party promising to construct or repair improvements does so as part of its agreements with the lender or other extender of credit; or (3) The contract is for the management of real property or improvements and the obligation to construct or repair is part of that management.

Subsections (b) and (c) of this section are not an exclusive list of situations in which a contract is or is not principally for the construction or repair of improvements to real property located in this state.

The superior court of the state of Rhode Island shall have exclusive jurisdiction in relation to the construing or enforceability of § 6-34.1-1.

plaintiff argues that under G.L. 1956 § 6-34.1-1, which was amended in 2006, a choice-of-law provision is voidable by the party performing an improvement to real property and thus Rhode Island law is controlling.

Thus, the choice-of-law provision in the contract does not disturb the summary-judgment ruling.

Nevertheless, in Harodite, this Court broadly stated that, “[w]ith respect to choice of law questions, this Court has adopted the ‘interest-weighing’ approach.” Harodite Industries, Inc., 24 A.3d at 534 (citations omitted).

Conclusion For the reasons set forth in this opinion, we affirm the judgment of the Superior Court. The papers in this case may be remanded to the Superior Court. 5 In a different case, we might opt to re-examine our choice-of-law rules for statutes of limitation.

The question that this Court must resolve is whether, under the circumstances of this case, the State of Rhode Island has a materially greater interest than the Commonwealth of Massachusetts in determining whether HR4-A has exceeded the statutory maximum interest provisions of the usury statute.

Justice Robinson, concurring in part and dissenting in part. I am pleased to concur in the entirety of the Court’s well-analyzed and well-articulated opinion in this case with the sole exception of its ruling as to the choice of law issue. Where I part company with the majority is in its conclusion that “[b]ecause the case at bar involves purportedly usurious loans—which loans Rhode Island has a strong policy against—a determination that the loans in question are not usurious because of the application of Massachusetts law, as opposed to Rhode Island law, would be contrary to a fundamental public policy of Rhode Island.” Quite simply, it is my opinion that Rhode Island’s public policy with respect to usurious loans does not rise to the level of being fundamental. I think it should be self-evident that, if such a public policy were truly fundamental, the General Assembly would not have voted to provide an exception to this state’s usury law with virtually no public controversy. To my mind, the fact that G.L. 1956 § 6-26- 2(e) was enacted by our democratically elected General Assembly is conclusive - 30 - evidence of how decidedly not fundamental the public policy with respect to usury is in Rhode Island. As such, in accordance with Restatement (Second) Conflict of Laws § 187 (1971), the $4 million loan and the $350,000 loan should be governed by Massachusetts law (not by Rhode Island law), in accordance with the choice of law provisions explicitly provided in the pertinent loan documentation. Accordingly, I record my respectful dissent. I believe that the agreed-upon choice of law provision should control.

At oral argument, the parties addressed the choice-of-law issue. Upon being questioned about any differences between the governing Rhode Island and Massachusetts law, counsel *974 for National failed to articulate any disparity between the law of these jurisdictions.

A contract is to be interpreted according to the law and usage of the place where it is to be performed or, if it does not indicate a place of performance, according to the law and usage of the place where it is made.

See also Restatement (Second) Conflict of L. § 187 (1971) (generally “[t]he law of the state chosen by the parties to govern their contractual rights and duties will be applied”).

SDCL 53-1-4 expressly relates to the law to be applied in interpreting a contract, and here, we are tasked with determining the enforceability or validity of the LSAs as written.

Issues in contract are determined by the law chosen by the parties in accordance with the rule of § 187 and otherwise by the law selected in accordance with the rule of § 188.

In the absence of an effective choice of law by the parties (see § 187), the contacts to be taken into account . . . to determine the law applicable to an issue include: (a) the place of contracting, (b) the place of negotiation of the contract, (c) the place of performance, (d) the location of the subject matter of the contract, and (e) the domicil, residence, nationality, place of incorporation and place of business of the parties.

Further, the most significant relationship test of the Restatement (Second) of Conflict of Laws § 145 that we applied in Chambers expressly applies in tort cases.

While neither party cites to it, choice of law questions regarding contracts, including the validity thereof, are addressed in the Restatement (Second) of Conflict of Laws, §§ 186–207.

Further, section 196 of the Restatement addresses the specific question of the validity of a contract and provides that the “validity of a contract for the rendition of services and the rights created thereby” are determined by “the local law of the state where the contract requires that the services, or a major portion of the services, be rendered, unless, with respect to the particular issue, some other state has a more significant relationship.”

We conclude that whether SDCL 53-1-4 or sections 188 and 196 of the Restatement applies, the result is the same.

In The Bremen, the Supreme Court held that a "forum clause should control absent a strong showing that it should be set aside," and that "[t]he correct approach [is] to enforce the forum clause specifically unless [the party opposing it] could clearly show that enforcement would be unreasonable and unjust, or that the clause was invalid for such reasons as fraud or overreaching."

Under Texas choice-of-law rules governing contracts (including oilfield indemnity clauses), we look to the Restatement (Second) of Conflict of Laws — specifically section 187 for contracts that contain an express choice of law, and section 188 for those that do not.

The Court indicated that a clause would come within these exceptions if enforcement would contravene a strong public policy of the forum in which suit was brought, or when the contractually selected forum would be seriously inconvenient for trial.

Justice OWEN delivered the opinion of the Court, in which Justice HECHT, Justice SMITH, Justice WAINWRIGHT and Justice BRISTER joined. The trial court denied a motion to enforce a contractual provision under which the parties agreed that all dispute resolution proceedings, including litigation, would take place in the State of New York. Because the facts are undisputed and the trial court clearly abused its discretion, we conditionally grant a writ of mandamus directing the trial court to dismiss this case.

The insurance policy contained a forum-selection clause by which the parties agreed that all disputes would be resolved in the State of New York: L. Choice of Law and Forum — In the event that the Insured and the Company dispute the validity or formation of this policy or the meaning, interpretation or operation of any term, condition, definition, or provision of this policy resulting in litigation, arbitration or other form of dispute resolution, the Insured and the Company agree that the law of the State of New York shall apply and that all litigation, arbitration or other form of dispute resolution shall take place in the State of New York.

We categorically reject Dreyfus's arguments. The forum-selection clause at issue is enforceable. To the extent the trial court concluded otherwise, it clearly abused its *115 discretion. We turn to whether the clause should be enforced by mandamus.

For the foregoing reasons, we conditionally grant a writ of mandamus directing the trial court to grant AIU's motion to dismiss. Chief Justice PHILLIPS filed a dissenting opinion, in which Justice O'NEILL, Justice JEFFERSON and Justice SCHNEIDER joined.

The parties’ Master Service Agreement contains a detailed choice-of-law provision, but none of it applies to this case. The provision states that the governing law will be: (1) maritime law for operations on navigable waters, and (2) Texas law for operations on land in Texas and New Mexico. 11 As the drilling site here was on land in Louisiana, neither circumstance applies.

Restatement section 188 provides that “an issue in contract [is] determined by the local law of the state which, with respect to that issue, has the most significant relationship to the transaction and the parties.” 18 In making that decision, we take into account the contacts listed in section 188 and the principles listed in section 6.

As we have rejected Sonat’s conclusion that Louisiana law would inevitably void its indemnity, we decline to use that argument against it and hold that it waived any dispute regarding negligence. Accordingly, although we disagree with the court of appeals’ reasoning, we affirm its judgment reversing the application of Texas law and.remanding to the trial court for further proceedings applying Louisiana law.

But that is not entirely true; Louisana law would invalidate Sonat’s indemnity only if Sonat was negligent or strictly liable, 39 an issue that has never been decided. Similarly, Texas law would partially invalidate these unlimited indemnities by limiting them to the agreed amount of insurance coverage.

We do not hold today that Louisiana law should cover all indemnity disputes stemming from oilfield accidents there.

The Master Service Agreement is 21 pages long with 92 separately denominated paragraphs; had the parties intended to choose Louisiana law for all paragraphs rather than just one or two, it is odd they did not say so in some more general way.

The court of appeals sustained the insurer’s point, finding that Louisiana law applied because it was the place the contract was performed and was impliedly chosen by the parties. While we disagree with those reasons, we agree with the court’s ultimate conclusion that Louisiana law applies and that remand is required. Accordingly, we affirm.

Because mandamus is an extraordinary remedy which undermines the normal appellate *122 process, courts reserve its use for very special circumstances.

As a rule, we do not specifically enforce contractual rights by mandamus. We have done so in arbitration cases not just because it effectuated the parties agreement, but because of other special circumstances.

(a) Except as provided by Section 271.007 , 271.008 (b), 271.009 , 271.010 , or 271.011 or by Chapter 272 , the law of a particular jurisdiction governs an issue relating to a qualified transaction if: (1) the parties to the transaction agree in writing that the law of that jurisdiction governs the issue, including the validity or enforceability of an agreement relating to the transaction or a provision of the agreement; and (2) the transaction bears a reasonable relation to that jurisdiction. (a-1) Unless otherwise agreed in writing, the choice of governing law specified in the terms applicable to a certificated or uncertificated security issued by a foreign state as defined by 28 U.S.C. Section 1603 in a qualified transaction, including any change in that governing law, applies retroactively to all issues relating to such security. (b) The law of a particular jurisdiction governs an issue described by this section regardless of whether the application of that law is contrary to a fundamental or public policy of this state or of any other jurisdiction. (c) A security issued by a foreign state as defined by 28 U.S.C. Section 1603 in a qualified transaction may be modified or amended, in accordance with such security's terms, to permit amendment of the terms of the security by less than unanimous consent, and to choose the law of a different jurisdiction to govern the security. An amendment described by this subsection applies retroactively unless otherwise agreed by the parties in writing.

In this chapter, "qualified transaction" means a transaction under which a party: (1) pays or receives, or is obligated to pay or is entitled to receive, consideration with an aggregate value of at least $1 million; or (2) lends, advances, borrows, or receives, or is obligated to lend or advance or is entitled to borrow or receive, money or credit with an aggregate value of at least $1 million.

For purposes of this chapter, two or more substantially similar or related transactions are considered a single transaction if the transactions: (1) are entered into contemporaneously; and (2) have at least one common party.

For purposes of this chapter, a reference to the law of a particular jurisdiction does not include that jurisdiction's conflict-of-laws rules.

(a) For purposes of this chapter, a transaction bears a reasonable relation to a particular jurisdiction if the transaction, the subject matter of the transaction, or a party to the transaction is reasonably related to that jurisdiction. (b) A transaction bearing a reasonable relation to a particular jurisdiction includes: (1) a transaction in which: (A) a party to the transaction is a resident of that jurisdiction; (B) a party to the transaction has the party's place of business or, if that party has more than one place of business, the party's chief executive office or an office from which the party conducts a substantial part of the negotiations relating to the transaction, in that jurisdiction; (C) all or part of the subject matter of the transaction is located in that jurisdiction; (D) a party to the transaction is required to perform in that jurisdiction a substantial part of the party's obligations relating to the transaction, such as delivering payments; (E) a substantial part of the negotiations relating to the transaction occurred in or from that jurisdiction and an agreement relating to the transaction was signed in that jurisdiction by a party to the transaction; or (F) all or part of the subject matter of the transaction is related to the governing documents or internal affairs of an entity formed under the laws of that jurisdiction, such as: (i) an agreement among members or owners of the entity, an agreement or option to acquire a membership or ownership interest in the entity, and the conversion of debt or other securities into an ownership interest in the entity; and (ii) any other matter relating to rights or obligations with respect to the entity's membership or ownership interests; and (2) a transaction in which: (A) all or part of the subject matter of the transaction is a loan or other extension of credit in which a party lends, advances, borrows, or receives, or is obligated to lend or advance or entitled to borrow or receive, money or credit with an aggregate value of at least $25 million; (B) at least three financial institutions or other lenders or providers of credit are parties to the transaction; (C) the particular jurisdiction is in the United States; and (D) a party to the transaction has more than one place of business and has an office in that particular jurisdiction.

(c) If a transaction bears a reasonable relation to a particular jurisdiction at the time the parties enter into the transaction, the transaction shall continue to bear a reasonable relation to that jurisdiction regardless of: (1) any subsequent change in facts or circumstances with respect to the transaction, the subject matter of the transaction, or any party to the transaction; or (2) any modification, amendment, renewal, extension, or restatement of any agreement relating to the transaction.

Except as provided by Section 271.008 (b), 271.009 , 271.010 , or 271.011 and by Chapter 272 , if the parties to a qualified transaction agree in writing that the law of a particular jurisdiction governs the interpretation or construction of an agreement relating to the transaction or a provision of the agreement, the law of that jurisdiction governs that issue regardless of whether the transaction bears a reasonable relation to that jurisdiction.

(a) Except as provided by Section 271.008 (b), 271.009 , 271.010 , or 271.011 or by Chapter 272 , this section applies if: (1) the parties to a qualified transaction agree in writing that the law of a particular jurisdiction governs the validity or enforceability of an agreement relating to the transaction or a provision of the agreement; (2) the transaction bears a reasonable relation to that jurisdiction; and (3) a term of the agreement or of that provision is invalid or unenforceable under the law of that jurisdiction but is valid or enforceable under the law of the jurisdiction that has the most significant relation to the transaction, the subject matter of the transaction, and the parties. (b) If this section applies: (1) the law of the jurisdiction that has the most significant relation to the transaction, the subject matter of the transaction, and the parties governs the validity or enforceability of a term described by Subsection (a)(3); and (2) the law of the jurisdiction that the parties agree would govern the validity or enforceability of the agreement or provision governs the validity or enforceability of the other terms of the agreement or provision.

(a) Sections 271.004-271.007 apply to the determination of the law that governs an issue relating to a transaction involving real property other than a matter described by Subsection (b), including the validity or enforceability of an indebtedness incurred in consideration for the transfer of, or the payment of which is secured by a lien on, real property. (b) Sections 271.004-271.007 do not apply to the determination of the law that governs: (1) whether a transaction transfers or creates an interest in real property for security purposes or otherwise; (2) the nature of an interest in real property that is transferred or created by a transaction; (3) the method for foreclosure of a lien on real property; (4) the nature of an interest in real property that results from foreclosure; or (5) the manner and effect of recording or failing to record evidence of a transaction that transfers or creates an interest in real property.

Sections 271.004-271.007 do not apply to the determination of the law that governs: (1) the validity of a marriage or an adoption; (2) whether a marriage has been terminated; or (3) the effect of a marriage on property owned by a spouse at the time of the marriage or acquired by either spouse during the marriage.

Sections 271.004-271.007 do not apply to the determination of the law that governs: (1) whether an instrument is a will; (2) the rights of persons under a will; or (3) the rights of persons in the absence of a will.

Sections 271.004-271.007 do not apply to the determination of the law that governs an issue that another statute of this state or a statute of the United States provides is governed by the law of a particular jurisdiction.

Except as provided in this section, when a transaction bears a reasonable relation to this state and also to another state or nation, the parties may agree that the law either of this state or of such other state or nation shall govern their rights and duties.

The comments to section 187 state that the rule of subsection (2) “applies only when two or more states have an interest in the determination of the particular issue”; it does not apply “when all contacts are located in a single state and when, as a consequence, there is only one interested state.

If a provision in a veterinarian non-compete agreement entered into on or after May 6, 2026, requires that the parties to a dispute arising under the veterinarian non-compete agreement resolve the dispute in a forum outside of this state, the provision: is void and unenforceable; and is considered against the public policy of this state.

A provision in a construction agreement requiring a dispute arising under the agreement to be resolved in a forum outside of this state is void and unenforceable as against the public policy of this state if: one of the parties to the agreement is domiciled in this state; and work to be done and the equipment and materials to be supplied under the agreement involves a construction project in this state.

On its face, the rule appears to support Pinpoint’s position. While New York has no “substantial relationship” to the parties or the transaction, there is a “reasonable basis” for Pinpoint’s choosing New York law to govern the YAR agreement — Pinpoint wants to “limit the number of forums in which it may be required to bring or defend an action.” The existence of that “reasonable basis,” however, is without effect.

New York has no interest in the determination of this ease. A Utah plaintiff brought this suit against a Utah defendant and a Canadian defendant. The VAR agreement was to be performed in Utah. It was signed in Utah, and the alleged breach and tortious conduct occurred here. All relevant “contacts” occurred in Utah, and as a consequence, Utah is the only state "with an interest in the action. For this reason, we are not bound by New York.law in determining the validity of the choice-of-forum provision in section 13.8 of the VAR agreement. Rather, we decide the question under Utah law, which until this time has been virtually silent on the issue.

Where one of the following provisions of this title specifies the applicable law, that provision governs and a contrary agreement is effective only to the extent permitted by the law, including the conflict of laws rules, so specified: rights of creditors against sold goods under Section 70A-2-402 ; applicability of the chapter on leases under Sections 70A-2a-105 and 70A-2a-106 ; applicability of the chapter on bank deposits and collections under Section 70A-4-102 ; applicability of the chapter on funds transfers under Section 70A-4a-507 ; applicability of the chapter on letters of credit under Section 70A-5-116 ; applicability of the chapter on investment securities under Section 70A-8-109 ; law governing perfection, the effect of perfection or nonperfection, and the priority of security interests and agricultural liens under Sections 70A-9a-301 through 70A-9a-307 ; or Section 70A-12-107 .

The Second Restatement of Conflict of Laws provides: (2) The law of the state chosen by the parties to govern their contractual rights and duties will be applied, even if the particular issue is one which the parties could not have resolved by an explicit provision in their agreement directed to that issue, unless ... (a) the chosen state has no substantial relationship to the parties or the transaction and there is no other reasonable basis for the parties [sic] choice.... Restatement (Second) Conflict of Laws § 187(2)(a) (Supp.1988).

As used in this section, "construction agreement" means a construction contract, subcontract, or purchase order for the design, construction, installation, or repair of an improvement to real property between a: construction manager; general contractor; subcontractor; sub-subcontractor; supplier; or any combination of the persons described under Subsections (1)(a) through (e) .

The nature, validity and interpretation of contracts are governed by the law of the place where made, unless the contrary appears to be the express intention of the parties.

If a contract specifies that the substantive law of another jurisdiction governs its interpretation or application, the parties' choice of substantive law should be applied.

A. Where a party whose principal place of business is in the Commonwealth enters into a contract on or after July 1, 1997, to design, manage construction of, construct, alter, repair, maintain, move, demolish, or excavate, or supply goods, equipment, or materials for the construction, alteration, repair, maintenance, movement, demolition, or excavation of a building, structure, appurtenance, road, bridge, or tunnel which is physically located in the Commonwealth, any cause of action arising under such contract may be brought in the jurisdiction where the construction project is located, or such other jurisdiction where the venue is proper under the provisions of this chapter. Any provision in the contract mandating that such action be brought in a location outside the Commonwealth shall be unenforceable.

On February 10, 2006, the circuit court issued a letter opinion in which it declined to apply Utah law on the grounds that Settlement Funding produced no proper proof as to Utah law at trial.

Without proof of Utah law, the circuit court reasoned it must presume Utah law to be identical to Virginia law and, under Virginia Code § 6.1-330.55, a loan with an interest rate in excess of twelve percent is usurious.

Paragraph 13 of the loan agreement provides that the loan transaction was completed in Utah, that the lender, WebBank, was doing business in Utah, and that the borrower agrees that "any and all disputes arising from or concerning 6 this Agreement . . . shall be determined in accordance with the laws of the State of Utah."

The record in this case, however, does not support the circuit court's conclusion. At trial, when asked what the substance of Utah's usury law was, Settlement Funding's counsel responded that "[t]here is no usury in Utah" and that he would "have that statutory citation pulled" and "quickly sent over" to prove the absence of usury law in Utah. Settlement Funding then submitted two post-hearing memoranda. The circuit court, in its opinion letter specifically indicated that it considered the first memorandum. In that memorandum, Settlement Funding again asserted that Utah has not established any limits on maximum rates of interest for consumer loans. Rather, Settlement Funding pointed out, "the unconscionability provision at Section 70C-7-106 of the Utah Code provides that the ceiling interest rate be determined by the market conditions." Settlement Funding also cited Utah Code 1943, 44-0-2, and Utah case law regarding usury. 7 These citations to Utah law provided the circuit court with sufficient information regarding the substance of Utah law. See also Code § 8.01-386. Therefore, the circuit court erred in refusing to apply Utah law in the construction of the loan agreement.2

Accordingly, we will reverse those portions of the judgments of the circuit court entering judgment in favor of Lillie based on her claim of usury under Code § 6.1-330.57 and awarding her damages, costs and attorneys' fees under that statute and remand the case for further proceedings. Reversed in part, and remanded.

B. The forum for any arbitration proceedings required in such a contract entered into on or after July 1, 1991, shall be in this Commonwealth. If the contract provides for arbitration proceedings outside the Commonwealth, such provision is unenforceable and arbitration proceedings shall be in the county or city where the work is to be performed, unless the parties agree to conduct the proceedings elsewhere within the Commonwealth.

We generally enforce contract choice of law provisions with certain exceptions. Erwin, 161 Wn.2d at 695-96 . We disregard the contract provision and apply Washington law if, without the provision, Washington law would apply; if the chosen state’s law violates a fundamental public policy of Washington; and if Washington’s interest in the determination of the issue materially outweighs the chosen state’s interest. Id. at 694-95 (citing O’Brien v. Shearson Hayden Stone, Inc., 90 Wn.2d 680, 685 , 586 P.2d 830 (1978) and quoting Restatement (Second) of Conflict of Laws § 187 (1971)). We will enforce a choice of law provision unless all three of these conditions are met.

Each of these conditions is met in this case. First, if there were no choice of law provision, Washington law would be applied to this consumer contract performed in Washington. Washington applies the “most significant relationship” test from the Restatement, supra, § 188. Mulcahy v. Farmers Ins. Co. of Wash., 152 Wn.2d 92, 100 , 95 P.3d 313 (2004). Courts weigh the relative importance to the particular issue of (a) the place of contracting, (b) the *385 place of negotiation of the contract, (c) the place of performance of the contract, (d) the location of the subject matter of the contract, and (e) the domicile, residence, or place of incorporation of the parties. Id. (citing Restatement, supra, § 188). Here, Washington is the place of contracting, the place of negotiation (what little there was), the place of performance, the location of the subject matter, and the residence of one of the parties. New York’s only tie to this litigation is that it is the state of incorporation of AT&T. We therefore conclude that, absent a choice of law clause, Washington law would apply to this dispute.

Second, New York law, which allows waiver of class-based relief, conflicts with our state’s fundamental public policy to protect consumers through the availability of class action. See Scott v. Cingular Wireless, 160 Wn.2d 843, 854 , 161 P.3d 1000 (2007); 7 Dix, 160 Wn.2d at 829 . Protecting parties in a position of weaker bargaining power from exploitation is among the types of fundamental public policy contemplated by Restatement, supra, § 187(2)(b) cmt. g.

A provision in a noncompetition covenant signed by an employee or independent contractor who is Washington-based is void and unenforceable: (1) If the covenant requires the employee or independent contractor to adjudicate a noncompetition covenant outside of this state; (2) To the extent it deprives the employee or independent contractor of the protections or benefits of this chapter; or (3) If it allows or requires the application of choice of law principles or the substantive law of any jurisdiction other than Washington state.

(1) A provision in an agreement by an employer and an employee not to disclose or discuss conduct, or the existence of a settlement involving conduct, that the employee reasonably believed under Washington state, federal, or common law to be illegal discrimination, illegal harassment, illegal retaliation, a wage and hour violation, or sexual assault, or that is recognized as against a clear mandate of public policy, is void and unenforceable. Prohibited nondisclosure and nondisparagement provisions in agreements concern conduct that occurs at the workplace, at work-related events coordinated by or through the employer, between employees, or between an employer and an employee, whether on or off the employment premises. Prohibited nondisclosure and nondisparagement provisions include those contained in employment agreements, independent contractor agreements, agreements to pay compensation in exchange for the release of a legal claim, or any other agreement between an employer and an employee. (2) This section does not prohibit the enforcement of a provision in any agreement that prohibits the disclosure of the amount paid in settlement of a claim.

(9) A nondisclosure or nondisparagement provision in any agreement signed by an employee who is a Washington resident is governed by Washington law. (10) The provisions of this section are to be liberally construed to fulfill its remedial purpose. (11) As an exercise of the state's police powers and for remedial purposes, this section is retroactive from June 9, 2022, only to invalidate nondisclosure or nondisparagement provisions in agreements created before June 9, 2022, and which were agreed to at the outset of employment or during the course of employment. This subsection allows the recovery of damages only to prevent the enforcement of those provisions. This subsection does not apply to a nondisclosure or nondisparagement provision contained in an agreement to settle a legal claim.

(6) This section does not prohibit an employer and an employee from protecting trade secrets, proprietary information, or confidential information that does not involve illegal acts.

Accordingly, we hold that Washington’s strong Consumer Protection Act policy favoring class adjudication of small-dollar claims is a “fundamental policy” contemplated by the Restatement, supra, § 187(2)(b).

When the Chelan County Superior Court found the dispute resolution provision of AT&T’s “Consumer Services Agreement” unconscionable and denied its motion to compel arbitration, AT&T appealed. The Court of Appeals, Division Three, certified the case to this court. We affirm the trial court and remand for further proceedings.

Finally, Washington’s interest in protecting large classes of its consumers materially outweighs New York’s limited interest in this matter. See Erwin, 161 Wn.2d at 695 . Thus, the New York choice of law provision in AT&T’s Consumer Services Agreement is unenforceable and Washington law will be applied.

(7) An employer who violates this section after June 9, 2022, is liable in a civil cause of action for actual or statutory damages of $10,000, whichever is more, as well as reasonable attorneys' fees and costs. (8) For the purposes of this section, "employee" means a current, former, or prospective employee or independent contractor.

We find that having excised the dispute resolution provision as unconscionable, the balance of the agreement stands on its own. We hold that the balance of the agreement is enforceable subject to this opinion.

The dispute resolution section is sever-able from the balance of the contract. We affirm the trial court in all respects unless otherwise noted and remand for further proceedings consistent with this opinion.

We further conclude that because the WFDL embodies a strong state public policy, parties cannot avoid it by including a contrary choice of law provision in their contract.

A precise delineation of those policies which are sufficiently important to warrant overriding a contractual choice of law stipulation is not possible. In general, however, statutes or common law which make a particular type of contract enforceable, e.g., usury laws, or which make a particular contract provision unenforceable, e.g., laws prohibiting covenants not to compete, or that are designed to protect a weaker party against the unfair exercise of superior bargaining power by another party, are likely to embody an important state public policy.

While Wisconsin courts have acknowledged that parties to a contract may expressly agree that the law of a particular jurisdiction shall control their contractual relations; Jefferis v. Austin, 182 Wis. 203, 205 , 196 N.W. 238 (1923); Brown v. Gates, 120 Wis. 349 , 97 N.W. 221 (1904); First Wis. Nat. Bank of Madison v. Nicolaou, 85 Wis. 2d 393 , 397 n. 1, 270 N.W.2d 582 (Ct. App. 1978), this proposition is by no means unqualified.

National argues that Wisconsin ordinarily follows the same termination-at-will rule as Minnesota and that if indeed a franchise/dealership is involved, Minnesota law also protects franchises against unfair termination. Minnesota Stat. sec. 80C.14 Subd. 2(a) (1986). In contrast, Bush argues that whether he would receive protection under Minnesota’s franchise law is highly debatable. National in fact concedes that Minnesota and Wisconsin law are not co-extensive. Bush points out that the Wisconsin legislature has declared the WFDL fundamental policy and has specifically provided that its effect cannot be varied by contract. This public policy, Bush contends, renders *642 the choice of law clause in the employment contract unenforceable. We agree.

The statement of purpose and policy contained in the statute sec. 135.025(2), set forth in full below, 2 coupled with the explicit directive *645 that the effect of the WFDL "may not be varied by contract or agreement” and "[a]ny contract or agreement purporting to do so is void and unenforceable to that extent..amply support this court’s conclusion that a strong public policy is implicated in this case.

Though we recognize that the party autonomy principle, i.e., permitting parties to stipulate the applicable law in the contract and honoring that stipulation, promotes certainty and predictability in contractual relations, see Willis L. M. Reese, Choice of Law in Torts and Contracts and Directions for the Future, 46 Colum. J. Transnat’l L. 1, 22-24, it cannot be permitted to do so at the expense of important public policies of a state whose law would be applicable if the parties choice of law provision were disregarded.

Therefore the court will not honor the parties’ choice of law clause. National does not argue that absent an effective choice of law provision Minnesota law would still apply. Rather, at oral argument and in its brief to this court it contends that Bush does not meet the Wisconsin statutory definition of dealer. We view this as an acknowledgment by National that Wisconsin law applies if the choice of law clause is disregarded.