Choice Of Law Clauses

"In all actions to enforce any note, bill, bond, mortgage, contract, covenant, conveyance, or assurance, for the payment or delivery of any money, wares, merchandise, goods, or chattels lent, with a higher rate of interest than allowed by the law of the place where the contract was made or is to be performed, only the amount or value actually lent, without interest or costs of the action, may be recovered. N.J. STAT. ANN. 31:1-3.

The liability of an issuer, nominated person, or adviser is governed by the law of the jurisdiction chosen in a signed or authenticated agreement in the manner provided in 12A:5-104 or by a provision in the person's letter of credit, confirmation, or other undertaking. The jurisdiction whose law is chosen need not bear any relation to the transaction. Except as otherwise provided, the liability of an issuer, nominated person, or adviser is governed by any rules of custom or practice, such as the Uniform Customs and Practice for Documentary Credits, to which the letter of credit, confirmation, or other undertaking is expressly made subject. N.J. STAT. ANN. 12A:5-116.

Except as otherwise provided under Commercial Transations, when a transaction bears a reasonable relation to this State and another state or nation, the parties may agree on which state governs. N.J. STAT. ANN. 12A:1-301"

"As to promissory notes, the law of the state where the note was made and is payable governs the conflict of law analysis in New Jersey. See Seacoast R.V. Co., v. American Timber Co., 89 N.J. Eq. 293 (Ch. 1918).

The general rule for the conflicts of law analysis in New Jersey for ordinary contracts is the law of the state having the most substantial contacts to the contract in the parties. See Lesser v. Strubbe, 56 N.J. Super 274 (Ch. Div. 1959). Where the parties to a transaction stipulate that the law of a foreign state governs the transaction, then New Jersey courts will honor the chosen choice of law if the following three conditions are met: (1) there is no violation of a strong public policy of New Jersey; (2) there is not attempt to avoid the law of the state for unconscionable purposes; and (3) the chosen state has a reasonable relationship to the transaction. See Shotwell v. Dairymens, Inc., 22 N.J. Misc. 171 (Cty. Ct. 1944); Crinnion v. The Great Atlantic & Pacific Tea Co., 156 N.J. Super. 479 (App. Div. 1978)."