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Current Developments in the Commercial Divisions of the
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Posted: December 23, 2015

Choice of Law Provision Obviates Need to Do Conflict-of-Law Analysis

On December 15, 2015, the Court of Appeals issued a decision in Ministers & Missionaries Benefit Board v. Snow, 2015 NY Slip Op. 09186, holding that “where parties include a New York choice-of-law clause in a contract, such a provision demonstrates the parties’ intent that courts not conduct a conflict-of-laws analysis” even when the “contracts . . . do not fall under General Obligations Law § 5-1401”, and thus a choice of law provision “obviates the application of both common-law conflict-of-laws principles and statutory choice-of-law directives, unless the parties expressly indicate otherwise.”

Judge Abdus-Salaam dissented, complaining that “the majority holds that, where a governing-law clause in a death or retirement benefit plan declares that the ‘laws of the State of New York’ are controlling, the clause waives the application of Estates Powers & Trusts Law . . . § 3-5.1 (b) (2), which is a properly enacted law of New York dealing with property dispositions upon death,” and which provides, in some circumstances, for the application of the law of other jurisdictions.

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