Commercial Division Blog

Posted: April 27, 2018 / Categories Commercial, Contracts

Choice of New York Law Provision Does Not Make Compliance With New York Statutory Law a Contractual Requirement

On April 26, 2018, the Court of Appeals issued a decision in Skanska USA Bldg. Inc. v. Atlantic Yards B2 Owner, LLC, 2018 NY Slip Op. 02828, holding that the inclusion of a choice of New York law provision in a contract does not make compliance with New York statutory law a contractual requirement, explaining:

Plaintiff nevertheless maintains that section 5 of the Lien Law should be "read into" the CM Agreement because the contract is governed by New York law. Specifically, plaintiff points to section 17.3 of the CM Agreement, which provides that the construction, validity and performance of the CM Agreement shall be exclusively governed by the laws of the State of New York, excluding any provisions or principles thereof which would require the application of the laws of a different jurisdiction. However, this is a typical choice-of-law provision that we do not read as imposing a contractual obligation here. The mere fact that an agreement, and disputes arising thereunder, are governed by the law of a particular jurisdiction does not transform all statutory requirements that may otherwise be imposed under that body of law into contractual obligations, and we decline to interpret the CM Agreement as impliedly stating something which plaintiff and B2 Owner have neglected to specifically include.

(Internal quotations and citations omitted).

This decision illustrates one the many rules for interpreting contracts. Contact Schlam Stone & Dolan partner John Lundin at if you or a client have questions regarding a dispute over the interpretation of a contract.