Will a Connecticut court apply the law the parties chose?
Generally yes. In Elgar v. Elgar the Connecticut Supreme Court held, in accordance with Restatement (Second) of Conflict of Laws § 187, that parties to a contract generally are allowed to select the law that will govern their contract, unless (a) the chosen state has no substantial relationship to the parties or the transaction and there is no other reasonable basis for the choice, or (b) applying the chosen law would be contrary to a fundamental policy of a state with a materially greater interest in the particular issue whose law would apply absent the choice. Elgar applied the test and upheld the parties' choice of New York law. The court described its prior cases as giving effect to an express choice of law provided that it was made in good faith.
The trap
One statute read here displaces the parties' choice: for a construction contract for work on a construction site located in Connecticut, a clause requiring disputes to be mediated, arbitrated or adjudicated 'in or under the laws of a state other than Connecticut' is void under § 42-158m, regardless of whether the contract was executed in Connecticut; 'construction contract' is defined in § 42-158i as a contract for construction, renovation or rehabilitation in Connecticut on or after October 1, 1999, and excludes public works or other building contracts with the state, the United States, another state or a municipality, HUD-funded or HUD-insured contracts or projects, owner-contractor contracts of $25,000 or less and the subcontracts that result from them, and buildings intended for residential occupancy containing four or fewer units. Elgar also holds that misrepresentation, undue influence or mistake in the making of the contract defeats the choice-of-law provision only if it was responsible for the complaining party's adherence to that provision; otherwise the provision is given effect if it meets § 187.
5 authorities
The words that state the rule
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.
The words that state the rule
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.
The words that state the rule
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.”
- statuteConn. Gen. Stat. § 42-158menactment date not established
The words that state the rule
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.
- statuteConn. Gen. Stat. § 42-158ienactment date not established
The words that state the rule
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.
“Defective” means that reading found something to correct. What you are reading is the rule as it stands after that reading.