Governing Law Clauses

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 $250,000, may agree that the law of the State shall govern their rights and duties in whole or in part, whether or not the contract, agreement, or undertaking bears a reasonable relation to the State. (735 ILCS 105/5-5)

Yes, Illinois will enforce contractual choice of law clauses in most cases so long as the contract is valid. *Kohler v. Leslie Hindman, Inc.*, 80 F.3d 1181, 1185 (7th Cir. 1996). Illinois courts will generally not conduct a choice-of-law analysis unless it is shown that a conflict exists between the laws of the potentially applicable jurisdictions and, if there is a conflict, the difference in law will make a difference in the outcome. *Bridgeview Health Care Ctr., Ltd. v. State Farm Fire & Cas. Co.*, 2013 IL App (1st) 121920 (June 19, 2013); *Townsend v. Sears, Roebuck & Co.*, 227 Ill. 2d 147, 154, 879 N.E.2d 893, 898 (2007). However, even if the differences would materially swing the case one way or the other, Illinois courts, applying the Second Restatement of Conflict of Laws, will enforce the choice of law provision unless (1) there is no substantial relationship to the state denoted in the contract or (2) the application of the laws of the chosen state would be contrary to the state's fundamental public policy. Restatement (Second) of Conflict Laws § 187(2) (1971); *Cunningham Charter Corp v. Learjet, Inc.*, 870 F. Supp. 2d 571, 575 (S.D. Ill. 2012).

None.