Governing law: Difference between revisions

It is said<ref>I had a [https://www.amazon.co.uk/William-Conqueror-Ladybird-Adventure-Histories/dp/0241249473 ladybird book about William the Conqueror] that said this so it must be true.</ref> that, when William of Normandy landed on the beaches of Pevensey bay, he had his carpenters drill holes through the hulls of all his boats, so his men could not turn back should the going get too tough. We are here; we stand and fight or we die. There will be no running back to mummy.

You could make the argument that the governing law clause is Just such an excuse to run back to mummy. It speaks to everything that is wrong about the modern [[legal eagle]]’s approach to a commercial contract. If you take it that a ''good'' contract is one that has been so well drafted that no dispute could arise under it, then a good contract will ''never'' be [[Writing for a judge|read within the walls of a courtroom]], and so a [[governing law]] clause ought to be entirely unnecessary. A [[Consensus ad idem|meeting of minds]] is a [[meeting of minds]], whether you are in London, Amsterdam or Timbuktu. It sends the wrong message to even talk about what laws govern the contract. It shouldn’t matter, unless one is anticipating jurisdictional arbitrage of some kind. Failing that, it is some kind of tacit acknowledgement that one has drafted a ''bad'' contract, that might need an independent arbitrator to figure out what the parties intended.