Generate governing law and venue clauses
AI writes jurisdiction and venue provisions specifying where disputes will be resolved. Get professional clauses instantly.
Generate governing law and venue clauses
River's Governing Law and Venue Clause Generator creates jurisdiction provisions for contracts. These clauses specify which state's law governs contract interpretation and where disputes must be litigated. You specify the governing law state, preferred venue, and court preferences. The AI generates professional jurisdiction clauses ready to insert into agreements. Within seconds, you have standard provisions that create predictability about dispute resolution. Perfect for all attorneys drafting contracts.
Unlike omitting jurisdiction clauses (which creates uncertainty about applicable law and venue), clear governing law and venue provisions give parties predictability. Governing law clauses determine which state's statutes and case law apply to contract interpretation. Venue clauses determine which courts hear disputes, potentially giving you home-court advantage or at least certainty about where litigation occurs. The AI creates enforceable provisions courts respect.
This tool is perfect for all contract drafters, corporate counsel managing agreements, attorneys negotiating deals, and anyone creating enforceable contracts. Use these clauses in virtually every commercial agreement. Great for maintaining consistent jurisdiction selections across contract portfolios. The AI creates standard clauses attorneys can insert directly into agreements.
Why Jurisdiction Clauses Matter
Governing law clauses determine which state's substantive law applies to contract disputes. This matters because contract law varies by state. Some states interpret force majeure broadly, others narrowly. Some enforce liquidated damages readily, others scrutinize them heavily. Some protect consumers aggressively, others favor freedom of contract. Choosing favorable governing law can significantly affect dispute outcomes. Businesses often choose Delaware or New York for their well-developed commercial law. Always research whether your preferred state's law is favorable for your contract type.
Venue clauses (also called forum selection clauses) determine where lawsuits are filed. Litigating in your home jurisdiction provides advantages: convenience, familiar courts, lower travel costs, and sometimes more favorable local rules. Conversely, forcing opponents to litigate far from their location increases their costs and inconvenience, creating settlement pressure. Courts generally enforce reasonable venue clauses unless they're so inconvenient as to be unconscionable. Businesses typically choose venue in their principal place of business.
Distinguish between mandatory and permissive venue clauses. Mandatory clauses require disputes be brought in specified courts ('shall be brought exclusively in'). Permissive clauses allow but don't require specified courts ('may be brought in'). Mandatory clauses are more protective because they prevent the other party from suing you elsewhere. However, overly restrictive venue clauses might be challenged as unconscionable in consumer contracts or contracts between parties with very unequal bargaining power. For commercial contracts between sophisticated parties, mandatory exclusive venue clauses are standard and enforceable.
What You Get
Complete governing law and venue provision
Clear specification of applicable law
Enforceable venue and jurisdiction selection
Standard language courts respect
Ready to insert into agreements
How It Works
- 1Specify preferencesEnter governing law state and preferred venue
- 2AI generates clauseOur AI creates professional jurisdiction provision in seconds
- 3Insert into contractAdd clause to your agreement's general provisions
Frequently Asked Questions
Can I choose any state's law to govern my contract?
Generally yes for commercial contracts, but there are limits. The chosen state should have a reasonable relationship to the transaction (one party located there, performance occurs there, etc.). Courts sometimes refuse to apply law of states with no connection to the parties or transaction, especially if the choice appears designed to evade consumer protections. For commercial contracts between sophisticated parties, courts routinely enforce governing law choices even with minimal connections. Delaware and New York are commonly chosen regardless of where parties are located.
What if the other party is in a different state?
That's common. The parties negotiate governing law and venue as part of the contract terms. Stronger negotiating parties often get their preferred jurisdiction. In balanced negotiations, you might agree to governing law in one state and venue in another, or choose a neutral jurisdiction both parties find acceptable. Large companies often insist on venue in their home state. If you can't get your first choice, try to avoid particularly unfavorable jurisdictions and focus on states with well-developed commercial law.
Should I choose federal or state courts?
Each has advantages. Federal courts have more predictable procedures, generally move faster, and have judges with no local electoral pressures. However, federal courts require either federal question jurisdiction (disputes about federal law) or diversity jurisdiction (parties from different states with over $75,000 in controversy). If those requirements aren't met, federal courts can't hear the case regardless of what your contract says. State courts can hear any case. Many attorneys prefer federal courts when available. A common approach is to specify venue in a particular location and allow either federal or state courts there.
What's the difference between venue and jurisdiction?
Jurisdiction is a court's power to hear a case at all. Venue is the geographic location where a case is heard among courts that have jurisdiction. A governing law clause specifies which state's law applies. A venue clause specifies which courts (in which city/county) will hear disputes. Technically, parties can't create jurisdiction by agreement (courts either have it or don't under law), but they can choose venue among courts with jurisdiction. In practice, combined governing law and venue clauses accomplish both: establishing that a particular state's courts have jurisdiction and specifying venue within that state.
Can venue clauses be challenged?
Yes, but courts generally enforce reasonable venue clauses in commercial contracts. Challenges typically claim the chosen venue is so inconvenient or unfair as to be unconscionable. This is hard to prove for commercial parties who had opportunity to negotiate. Venue clauses in consumer contracts face more scrutiny, especially if they require consumers to litigate far from home. Between businesses with relatively equal bargaining power, venue clauses are routinely enforced even if they favor one party. Include waiver language (waiving objections to venue) to strengthen enforceability.
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