a contract for the sale of goods is governed by the law of the country in which the seller has his or her usual residence, headquarters or head office (unless the contract is subject to the UN Convention on Sale (CISG), but comply with Article 4 cisg for the limited scope of the convention, matters outside the scope of the convention must be determined under applicable national law!) , a service contract is governed by the law of the country in which the claimant has his or her usual residence, seat or head office, a transport contract is governed by the law of the country where the usual residence, the carrier`s seat or the main seat of the carrier, the jurisdiction apply. The respective courts of Santa Clara County, California, if California law is applicable, Tokyo District Court in Japan, if Japanese law is in effect, and the competent courts in London, England, if English law is applicable, are not exclusively competent for all disputes related to this agreement. In English Mt. Spring Water Co. v. AIDCO Int`l, Inc., 2008 U.S. Dist. LEXIS 43478 (E.D. Tenn. 2008), the court found that a choice clause in the act that stated, „Dispute resolution must be conducted in accordance with Michigan State law, a broad provision that covered the entire dispute between the parties and not just the construction of the contract itself.“ If a customer in Japan wants to complain about a problem with the product, would Japanese law apply or would it pass the law of one of the other countries? Or, and if you are a saaS company based in the United States that has customers from Europe. 1 The closest link test of subsection a is that of the famous German law professor and Prussian law minister, Friedrich Carl von Savigny.
In Volume 8 of his main act ,“System of current Roman law“, published in the 19th century, Savigny argued that it is up to legal disputes to determine the „seat“ of a legal relationship, that is, the legal system with which this legal relationship has the closest territorial connection. Today, the next connection test has a functional rather than purely territorial meaning. This is reflected in Article 4.B of the EU`s Rome I Regulation, p. 1051, paragraph 2, the Arbitration Act and Article 187, paragraph 1, of the Swiss Arbitration Law of the Swiss Federal Law on Private International Law. The problems encountered in this regard are highlighted by Mr. Justice Mann`s comments in the case of Apple Corps Ltd -v- Apple Computer Inc.2. Mann J.A. found that, in practice, the choice of the law of the parties can often be simple, on the basis of the practice of the market or the law that is familiar to you.
However, we have outlined a few points in the choice of existing legislation: „The court will apply welfare state law to determine whether the clause is `narrow` or `broad`.