Reviewing a governing law and jurisdiction clause

A governing law clause chooses the legal system that decides what the contract means; a jurisdiction clause chooses the courts that hear a dispute about it. The two are different, are often confused, and can point to different countries. The choice of law is largely respected by the courts of England and Wales and of most other countries, but it does not displace every rule of the place where the contract is performed, and the choice of court decides whether a judgment can be enforced where the other party's assets are. I review the clause from whichever side instructs me and return it marked up with a written explanation of what it settles, what it leaves open, and the changes the other side will accept, for a fixed fee of £495 in three working days.

Who this is for

Businesses in England and Wales negotiating the boilerplate of a supply, services, technology, distribution or international contract, or facing a dispute and wanting to know which law and which courts apply. Both parties are businesses; consumer contracts have their own rules on jurisdiction and applicable law.

What to look for in a governing law and jurisdiction clause

Governing law: what the choice settles and what it does not

The parties' choice of law is given effect by Article 3 of Regulation (EC) No 593/2008, retained in the law of England and Wales, and where no choice is made Article 4 supplies the law of the country most closely connected with the contract. The choice governs interpretation, performance and the consequences of breach, but under Article 9 it does not displace the overriding mandatory provisions of the forum or, in some cases, of the place of performance. The review checks that the clause chooses a law expressly and in full, including for the interpretation of the contract, and identifies the mandatory rules that will apply regardless.

Non-contractual claims and the second choice of law

A dispute about a contract may involve claims outside it: misrepresentation before the contract was made, negligence, a claim by a third party. The law applicable to those claims is determined by Regulation (EC) No 864/2007, retained as Rome II, which allows the parties to choose the law governing non-contractual obligations in a commercial contract. The review checks that the governing law clause extends to non-contractual disputes arising out of or in connection with the contract, so that the whole dispute is decided under one law.

Jurisdiction: exclusive, non-exclusive and asymmetric

A jurisdiction clause may be exclusive, giving one country's courts sole jurisdiction, non-exclusive, allowing either party to sue there or elsewhere, or asymmetric, binding one party to a court while the other may sue anywhere. The review checks which the clause is and whether it suits the party: an exclusive clause gives certainty and supports enforcement under the Hague Convention on Choice of Court Agreements 2005, given effect by the Civil Jurisdiction and Judgments Act 1982; a non-exclusive clause preserves flexibility to sue where the assets are; an asymmetric clause favours the party it frees, and its treatment abroad varies. It also checks that the jurisdiction clause and the governing law clause point to the same country unless there is a reason for them not to.

Enforcement: where the other party's assets are

A judgment is worth what can be enforced, and a judgment of the courts of England and Wales is enforced abroad under the Hague conventions, under bilateral arrangements, or under the local law of the country concerned, each with its own conditions. Where enforcement in the counterparty's country is uncertain, an arbitration clause under the Arbitration Act 1996 produces an award enforceable under the New York Convention in most trading countries. The review identifies where the counterparty's assets are and recommends the clause most likely to produce an enforceable outcome.

The English rules that apply whatever law is chosen

A choice of foreign law does not switch off every English rule. Section 27 of the Unfair Contract Terms Act 1977 applies the Act notwithstanding a foreign choice of law where the choice was imposed to evade it or a UK consumer is involved, and section 12 of the Late Payment of Commercial Debts (Interest) Act 1998 applies the Act where the contract would otherwise be governed by English law and the chosen foreign law has no significant connection with the contract. The review identifies which of those apply and drafts the clause with them in mind.

Service of proceedings and the practical terms

A jurisdiction clause is only useful if proceedings can be served on the other party, and service abroad is slow. The review asks a foreign counterparty to appoint an agent for service in England and Wales and to keep the appointment in force, checks the notices clause for the address and method of service, and confirms that the clause covers disputes arising out of or in connection with the contract, including its formation and validity, so that a challenge to the contract itself is heard where the parties agreed. Where the contract is with a US party, section 26 of the Unfair Contract Terms Act 1977 takes an international supply contract for goods outside the Act's reasonableness controls, and the liability clause has to be negotiated on its own terms.

What it costs

Standard review, £495. Marked-up document and a written explanation of the changes. Three working days.

Buying online forms the engagement on payment. The scope is what the contract review page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• Your own contract returned with my amendments as tracked changes, plus a clean version with every change accepted, ready to send to the other side
• Comments in the document where a point needs explaining
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, marking the points I would hold firm on and the ones that are negotiable
• A view on what is normal market practice and what is the other side pushing their luck
• One round of follow-up questions by email, included

What is not included

• Negotiating directly with the other side, which I quote separately once I know who is on the other side. Where the other side is willing to share a live document, I can work in that document directly
• Drafting a replacement contract from scratch
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Disputes about a contract that is already signed

Questions I am often asked

The contract says English law but German courts. Is that a problem?

It can be: a German court applying English law is workable but adds cost, and the enforcement position depends on where the counterparty's assets are. The review checks whether the split was intended and recommends aligning the two, or arbitration, unless there is a reason for the split.

Does a non-exclusive jurisdiction clause let the other side sue us anywhere?

It lets either party sue in the named courts and, subject to the rules of the other court, elsewhere. The review explains what that means for you and asks for an exclusive clause where certainty matters more than flexibility, or an asymmetric clause in your favour where the counterparty will accept one.

Can we choose English law for a contract that has nothing to do with England?

You can, and the choice will be respected for the contract, but the mandatory rules of the place where the contract is performed still apply, and the counterparty's courts may not enforce an English judgment. The review sets out what the choice achieves and what it does not.

Related guidance and services

• Contract review, £495, the service this page describes
• Terms and conditions drafting, £995
• Reviewing a dispute resolution and arbitration clause
• Reviewing a contract governed by the law of another country

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.