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Draft a governing law and venue clause
Describe the deal and where each party is. River drafts the choice of law and forum clause, a fallback, and notes on what courts will enforce.
River drafts the governing law and venue clause for a specific contract. Describe the deal and where each party is, or paste the agreement, and River chooses the governing law, the courts that will hear disputes, whether that choice is exclusive, and related terms such as consent to jurisdiction, jury waiver and service of process. You get the clause, a fallback version and short notes on what courts are likely to respect.
These clauses look like boilerplate but carry real consequences: where you will have to fight, which rules apply, and how expensive a dispute becomes. They also have limits. Some laws restrict choices for employees and consumers, a federal court needs its own basis for jurisdiction, and some states will not enforce a jury waiver signed before a dispute. River checks those limits for your deal.
This is for business owners, contract managers and lawyers drafting commercial agreements, including cross-border deals.
Choosing law and forum
Governing law and forum are separate choices. The governing law clause says which state's law interprets the contract; the forum clause says where disputes are heard. They usually match, but they need not. Courts generally respect a choice of law that has a reasonable relationship to the parties or the deal, and some states, including New York and Delaware, have statutes letting parties to larger contracts choose their law without other connections.
Decide whether the forum is exclusive. An exclusive clause means disputes must be brought only in the named courts; a non-exclusive one consents to those courts while leaving others open. Naming federal courts only works if a federal court would have jurisdiction anyway, so most clauses name the state and federal courts located in a county.
Cross-border deals add choices. For international sales of goods, the UN Convention on Contracts for the International Sale of Goods may apply unless the contract excludes it. Court judgments can be hard to enforce abroad, which is one reason international contracts often choose arbitration instead.
How it works
Describe the deal
Paste the contract or describe it, with where each party is based.
River checks the limits
It researches the chosen law's rules on choice of law, forum, jury waivers and arbitration.
Get the clause
The clause in contract form, a fallback version, and short drafting notes.
Negotiate in chat
Ask for a neutral-forum version or the other side's likely edits.
What you get
- A governing law clause with a choice that has a sound basis for your deal
- A forum clause naming the courts, exclusive or non-exclusive as suits your side
- Consent to jurisdiction, and a jury waiver only where the chosen law allows it
- Arbitration as an alternative, with seat, rules and language, if you want it
- A fallback version and short notes on what courts will and will not enforce
Common questions
Can I choose any state's law?
Not always. Courts usually respect a choice that has a reasonable relationship to the parties or the transaction, unless it offends a fundamental policy of a state with a greater interest. New York and Delaware have statutes allowing parties to larger contracts to choose their law without other connections. Employment and consumer contracts face tighter limits.
What is the difference between venue and jurisdiction?
Jurisdiction is a court's power to hear a case and bind the parties. Venue is which of the courts with power is the right place. A forum clause usually does both: the parties consent to the jurisdiction of named courts and agree that those courts are the place for disputes.
Should I pick federal or state courts?
Name both, by location, for example the state and federal courts in New Castle County, Delaware. A federal court can only hear a case if it has its own basis for jurisdiction, such as parties from different states and enough money at stake, so a federal-only clause can leave you with no forum.
Can a forum clause be challenged?
Yes, but valid forum clauses are usually enforced. The US Supreme Court held in 2013 that federal courts should generally transfer a case to the forum the parties chose, except in unusual circumstances. Clauses in some consumer and employment contracts are more vulnerable.
Should we add a jury waiver?
Many commercial contracts do, but enforceability varies. California, for example, does not enforce jury waivers agreed before a dispute arises. River checks the governing law and leaves the waiver out, or uses an alternative such as arbitration, where it would not hold.
Draft a governing law and venue clause
Describe what you need, add any files you have, and your workspace opens with the work already underway.