Will Minnesota apply the law we chose in the governing-law clause?
Yes, within limits Minnesota states in its own terms. The Supreme Court is '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' (Combined Insurance v. Bode), and it has restated that parties may agree that the law of another state shall govern their agreement and that the Court will interpret and apply that other state's law where such an agreement is made (Milliken, applying New York law to a guaranty by the clause's terms). Two Minnesota statutes take specific contracts out of that rule. In a building and construction contract to be performed in Minnesota, a provision making the contract subject to the laws of another state is void and unenforceable (Minn. Stat. § 337.10, subd. 1). And an employer must not require an employee who primarily resides and works in Minnesota, as a condition of employment, to agree to a provision that would deprive the employee of the substantive protection of Minnesota law with respect to a controversy arising in Minnesota; such a provision is voidable at any time by the employee, and if the employee voids it the matter is adjudicated in Minnesota under Minnesota law (§ 181.988, subd. 3).
The trap
Limitations periods do not simply follow the chosen law, and they do not simply stay Minnesotan either. Under what Fleeger calls "a new borrowing statute based on the Uniform Conflict of Laws-Limitations Act", if a claim is substantively based on the law of one other state, THAT state's limitation period applies, along with that state's tolling and accrual rules but not its conflicts rules (§§ 541.31, 541.32), subject to subdivision 2's savings clause for a resident plaintiff who has owned the cause of action since it accrued and whose claim is not barred here; the limitation period of Minnesota applies to all other claims; and a Minnesota court applies the Minnesota period instead where the other state's period is substantially different and has not afforded a fair opportunity to sue or imposes an unfair burden in defending (§ 541.33). Those sections apply to claims arising from incidents occurring on or after August 1, 2004 (§ 541.34). Two further limits stated by the text itself: § 337.10, subd. 1 reaches only a 'building and construction contract' as defined in § 337.01, subd. 2, and § 181.988, subd. 3 says in paragraph (e) that 'This subdivision applies only to claims arising under this section.' Bode's 'good faith and without an intent to evade the law' qualifier is the Court's own; no case read here applies it to invalidate a clause. One more limit on Combined Insurance: it is cited here only for the parties' freedom to choose. Its other holding (that "The place of making is where the last act necessary to give validity to the contract is performed") is no longer the law, and Milbank says so while quoting the trial court's version of it: the Supreme Court has said that was "At one time" correct but "this court has abandoned the lex loci doctrine in favor of the “choice influencing considerations” methodology" (Milbank Mutual, applying Milkovich v. Saari), so a contract with no choice-of-law clause is not analysed by place of making.
18 authorities
The words that state the rule
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.
- statuteMinn. Stat. § 337.10enactment date not established
The words that state the rule
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.
- statuteMinn. Stat. § 181.988enactment date not established
The words that state the rule
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.
- statuteMinn. Stat. § 181.988enactment date not established
The words that state the rule
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.
- statuteMinn. Stat. § 181.988enactment date not established
The words that state the rule
For purposes of this section, adjudication includes litigation and arbitration. (e) This subdivision applies only to claims arising under this section.
- statuteMinn. Stat. § 541.31enactment date not established
The words that state the rule
(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.
- statuteMinn. Stat. § 541.32enactment date not established
The words that state the rule
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.
- statuteMinn. Stat. § 541.33enactment date not established
The words that state the rule
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.
- statuteMinn. Stat. § 541.34enactment date not established
The words that state the rule
Sections 541.30 to 541.35 apply to claims arising from incidents occurring on or after August 1, 2004.
- case332 N.W.2d 160Milbank Mutual Insurance Co. v. United States Fidelity & Guaranty Co.Minn.decided 1983read it at the source ↗
The words that state the rule
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).
The words that state the rule
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 words that state the rule
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 words that state the rule
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.
- statuteMinn. Stat. § 337.01enactment date not established
The words that state the rule
"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.
- statuteMinn. Stat. § 541.31enactment date not established
The words that state the rule
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.
- statuteMinn. Stat. § 337.10enactment date not established
The words that state the rule
For the purpose of this section, "building and construction contract" has the meaning given the term in section 337.01 .
- caseMinn. (Sept. 3, 2009)Fleeger v. WyethMinn.decided 2009
The words that state the rule
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.
- caseMinn. (Sept. 3, 2009)Fleeger v. WyethMinn.decided 2009
The words that state the rule
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.”
“Defective” means that reading found something to correct. What you are reading is the rule as it stands after that reading.