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In Governing Law clauses, why do they sometimes specify the federal law as well as the state/provincial law? Isn't it redundant?

For example

This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

Isn't it obvious some laws are applied from the federal level? Is this a Canadian thing (or just coincidence I haven't seen other examples)?

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why do they sometimes specify the federal law as well as the state/provincial law? Isn't it redundant?

Not necessarily. The contract might be entered and/or performed in a different country, whence mentioning only the Canadian provincial law does not override the other country's federal law (or that country's "supra-provincial" equivalent). Mentioning Canadian federal law removes --at least on paper-- the ambiguity of which law applies for matters beyond the scope of Canadian provincial law.

In such scenarios, portions or the entirety of the provision might be null and void. For instance, an employment contract might establish waivers which are void or perhaps even unlawful under the legislation of that other country.

Please note that in general a copy/paste of sample clauses is strongly discouraged unless the parties fully understand their meaning and implications.

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  • So you're saying there could be the situation where provincial/state law applies but the federal law of a country that the province/state is not in could apply? For example the provincial laws of the province of Ontario and the federal laws of the United States could be applied to a contract? Such an interpretation seems quite counter intuitive, has their been any instances of a court finding a different countries laws apply than that of a province/state specified explicitly in a contract? – FunFacts12 Mar 1 at 5:01
  • @FunFacts12 "So you're saying there could be the situation where provincial/state law applies but the federal law of a country that the province/state is not in could apply?" Yes. I don't have enough knowledge of comparative law so as to identify an actual instance, but consider the scenario of discrimination on grounds of religion being lawful in country A (where the contract is performed) and unlawful in country B (where the province is located). Unless provincial law directly or indirectly addresses the matter, the contractual ambiguity enables that discrimination as per A's law. – Iñaki Viggers Mar 1 at 12:11
  • @FunFacts12 The way it is drafted it is incorporating expressly two separate bodies of law. It could have been drafted to apply the law of a particular place (e.g. the law applicable in Toronto, Canada), but it wasn't drafted that way. Also, not everyone would know that the Province of Ontario was in Canada without looking it up. – ohwilleke Mar 1 at 19:39

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