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Trends and insights across every industry, curated for the professionals

Should I include a governing law clause in my contract?

The short answer is YES. Whether your contract is local, interprovincial, or international, it should contain a governing law clause. If you don’t include it, a court will choose a governing law for you. The court will do that by applying its jurisdiction’s conflict of laws rules to find the proper law of the contract. In Canada, the well-established rule is to apply the laws of the jurisdiction with the closest and most real connection to the contract. The problem is that a court will look at a number of factors to determine that. The analysis itself can be long and costly. The result of that analysis can be unpredictable in any matter other than the most straight-forward of cases. Let’s face it – if the case was straight-forward, the ...

Sheerin Kalia•Jul 10, 2025•

2 min read

What are INCOTERMS and when are they used?

INCOTERMS® 2020 are 11 rules issued by the International Chamber of Commerce (“ICC”). If you’re thinking: How can they issue them? They don’t make law. You would be right. They are not laws. They are terms that have been used historically in international sale of goods contracts, which are widely understood/interpreted by courts and people who deal with logistics issues. ...

Sheerin Kalia•Jul 10, 2025•

2 min read

How does a Canadian court decide which legal system applies to an international contract?

If the proper law of the contract has not been identified in the contract through a governing law clause, and it cannot be inferred from the express or implied intentions of the parties, the court will apply its jurisdiction’s conflict of laws rules to determine which legal system applies to the contract. Where that analysis dictates that another jurisdiction’s legal system ...

Sheerin Kalia•Jul 10, 2025•

3 min read

What does a governing law clause contain?

There are many ways to draft a governing law clause. For our purposes, and to keep things manageable, we will focus on three types of governing law clauses, which will be referred to as: 1) simplified, 2) excluding, and 3) combined clauses. A simplified governing law clause names a governing law jurisdiction, such as Ontario or New York state. It is “simple” in that it is ...

Sheerin Kalia•Jul 10, 2025•

3 min read

What are Lex Causae and Lex Fori and why do they matter?

The proper law of the contract, which may be named in a governing law clause, is the substantive law or Lex Causae of the contract. The law of the forum, also known as Lex Fori , is the procedural law that applies to the dispute process itself. If the Lex Causae and the Lex Fori are the same, the difference does not really matter. For example, if the governing law ...

Sheerin Kalia•Jul 10, 2025•

3 min read

What is the CISG and how does it apply to international contracts?

The United Nations Convention on Contracts for the International Sale of Goods (“CISG”) is a treaty that is binding on all States that sign it. That is, it becomes law in that State. It is an example of a uniform law. The CISG was created by The United Nations Commission on International Trade Law (UNCITRAL) in 1980. Under its terms, any party in a Contracting State ...

Sheerin Kalia•Jul 10, 2025•

4 min read

Can ISO standards be referenced in international business contracts?

Yes, they can. In fact, it is a good idea to reference them whenever they apply. The International Organization for Standardization publishes the international standards, known as “ISO standards”. ISO standards are not law. They are internationally agreed upon best practices and standards created by experts for the benefit of manufacturers, sellers, buyers, customers, ...

Sheerin Kalia•Jul 10, 2025•

3 min read

Is Arbitration the best dispute resolution method for Intellectual Property matters in an international contract?

For the most part, yes. Arbitration is often the chosen dispute resolution method in international contracts because it’s faster and less costly than litigation, the parties can choose the governing law and procedural rules for the arbitration, and they can choose the arbitrator or a panel of arbitrators. Unlike a court case, which is public and can be appealed, arbitration ...

Sheerin Kalia•Jul 10, 2025•

3 min read

Update: Global AI Regulatory Approaches

In a previous post here , I provided an overview of the European Union’s draft Artificial Intelligence Act (“AIA”). On December 8, 2023 the European Parliament and the Council on the Artificial Intelligence Act reached political agreement on the content of the AIA. Next, the agreement will receive formal approval, which is expected to take place sometime in April 2024. ...

Sheerin Kalia•Jul 10, 2025•

3 min read

Tying Organizational Values into the Employee Review Process: A Guide to Rewarding Values-Driven Employees

Introduction Every organization has a set of core values that define its culture and guide its operations. These values often represent the company's mission, vision, and principles. Integrating these values into the employee review process is a powerful way to ensure that your organization's culture is not just a poster on the wall but a living, breathing part of your ...

Alexia Georghiou•May 15, 2025•

6 min read

Burnout: A Manageable Challenge

Burnout is often seen as a personal shortcoming, but it’s actually a response to prolonged workplace stress. The good news is that, because burnout stems from specific conditions, it can be managed and even prevented. Understanding that burnout is linked to external factors rather than internal weakness empowers you to take control of your well-being and make meaningful ...

Alexia Georghiou•May 15, 2025•

3 min read