Governing law miscellaneous: Overview, definition, and example
What is governing law miscellaneous?
Governing law miscellaneous refers to a collection of provisions in a contract or agreement that address various legal aspects concerning the governing law and jurisdiction but are not strictly part of the main governing law clause. These provisions may include additional clarifications, exceptions, or specific instructions that help define how the governing law will apply to the agreement in different situations or contexts.
While the governing law clause typically specifies which jurisdiction’s laws will govern the interpretation and enforcement of the contract, miscellaneous governing law provisions might address topics like dispute resolution, waiver of claims, or the handling of issues that might arise under the chosen law. This section ensures that all potential legal nuances are covered and that there is no ambiguity about how the contract will be governed in practice.
Why is governing law miscellaneous important?
The governing law miscellaneous provisions are important because they provide further clarity on how legal matters related to the agreement will be handled. These provisions help address situations that might not be covered explicitly in the main governing law clause but are still essential for ensuring a smooth legal process.
For example, while the main governing law clause may specify the state or country whose laws apply, the miscellaneous provisions may provide guidance on what happens if there’s a conflict of laws or how to handle specific situations like arbitration or mediation. This helps prevent disputes and ensures that the contract is interpreted fairly and consistently under the agreed-upon laws.
Understanding governing law miscellaneous through an example
Imagine a company based in California enters into a contract with a supplier based in France. The governing law clause specifies that California law will apply. However, the governing law miscellaneous provisions address a few additional points:
- The contract may include a provision stating that if a dispute arises, it will be resolved in an international arbitration venue in London, even though California law governs.
- Another provision may specify that if any part of the contract is unenforceable under California law, it will be amended in a way that still respects the intent of the original agreement.
- The miscellaneous provisions could also clarify that the governing law applies regardless of the domicile of the parties involved.
These provisions ensure that all parties understand the full scope of how the governing law will apply and how legal matters will be addressed in practice, making the contract more comprehensive and legally sound.
An example of a governing law miscellaneous clause
Here’s how a governing law miscellaneous clause might appear in a contract:
“In addition to the provisions of the Governing Law Clause, the Parties agree that: (i) any dispute arising under this Agreement shall be resolved through binding arbitration in [Location], under the rules of [Arbitration Body], notwithstanding the choice of law provision; (ii) if any provision of this Agreement is deemed invalid or unenforceable under the applicable governing law, such provision shall be modified to reflect the Parties' original intent to the fullest extent permissible under the law; and (iii) the Parties consent to the exclusive jurisdiction of the courts located in [Location] for any action related to enforcement of the arbitration award or other judicial remedies.”
Conclusion
Governing law miscellaneous provisions are a crucial part of contract law, ensuring that all potential legal aspects of the agreement are addressed. While the governing law clause sets the framework for which jurisdiction’s laws will apply, these miscellaneous provisions cover additional scenarios that may arise, providing clarity and preventing disputes. By incorporating these provisions, parties can ensure that the contract remains legally sound and that any legal challenges are dealt with in a way that is consistent with the agreed-upon laws.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.