A choice-of-law clause is distinct from a forum selection clause: a contract can select New York law to govern while still requiring disputes to be filed in Delaware. Courts generally test enforceability under a most-significant-relationship framework, reflected in Restatement (Second) of Conflict of Laws Section 187, which respects party autonomy but limits it where applying the chosen law would evade the mandatory or fundamental public policy of a state with a materially greater interest in the dispute.

Cross-border contracts add further complexity: courts may apply depeçage, splitting different issues within the same dispute to different governing laws, and mandatory or overriding provisions — such as consumer protection or employment statutes — can override the parties' choice regardless of what the contract says. International contracts can also raise renvoi issues, where the chosen jurisdiction's own conflict-of-laws rules point back to a different substantive law.

Juricratic treats the governing-law choice as an upstream parameter that resets the underlying substantive inputs to the model — statute of limitations length, available damages categories, and burden-of-proof allocations can all shift with a single clause, which means a choice-of-law dispute deserves its own branch rather than being buried inside a generic merits estimate.

Transactional counsel selects governing law to secure predictable, favorable substantive rules for the deal, while litigators evaluate whether the chosen law will actually be enforced or displaced by a public-policy or mandatory-provision exception in the forum where suit is filed.