Choice Of Law Clauses

"Where the parties have expressly stipulated that a contract is to be governed by a particular law, that law will be the proper law of the contract and will be upheld as long as it's bona fide, legal, and not contrary to public policy.

Although rare, it is important to note that a choice of law clause may not be upheld if the chosen system of law has no connection to the transaction, or has no real and substantial connection, or it is deemed that it was chosen for the purpose of evading the system of law with which the transaction has its most real and substantial connection.

In the absence of an express choice of law, and where a choice cannot be inferred from the contract or other factors surrounding the transaction, the proper law of the contract will be determined based on the system of law with which the transaction has its most real connection - factors that the court will look at are: place of the contract, place of performance, place of residence or business of the parties, and nature and subject matter of the contract."