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I am wondering why there would be a need for an "attornment" clause as well as a governing law clause. For example

Governing Law; Attornment. This Agreement shall be construed, interpreted and enforced in accordance with, and the rights of the Parties shall be governed by, the laws of the Province of Québec and the federal laws of Canada applicable therein (excluding any conflict of law rule or principle of such laws that might refer such interpretation or enforcement to the laws of another jurisdiction). The Parties hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Québec, judicial District of Montreal, with respect to any matters arising pursuant hereto.

Is it possible that a court of one jurisdiction would apply the laws of another jurisdiction? For example could a case heard in France (by a French court) apply the laws of the US? If no, then what is the point of such clauses?

Also do such clauses go by other names than "attornment" clauses? This article points out such a name is specific to Canada.

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Is it possible that a court of one jurisdiction would apply the laws of another jurisdiction? For example could a case heard in France (by a French court) apply the laws of the US? If no, then what is the point of such clauses?

Yes. This can be done and the example you provide could happen.

This is done in civil cases, but not in criminal cases. The other main exception is that a court will not apply another jurisdiction's tax laws, although this is less absolute and the other jurisdiction's tax laws may still be considered as relevant to a civil dispute, so long as they are not enforced.

For example, I have litigated a case where the events took place in France in a U.S. Court where the court had jurisdiction over the parties and the relevant choice of law rules pointed to French law.

The overarching principle of that the law of the place with the most significant connection to the legal issue decided applies. But there are many subsidiary rules that provide clarity in some areas (although the clarity was reduced with the effect of making forum law apply more often, in the 1960s-1980s after a previous regime of more black and white rules).

A clause like this is generally effective if it the parties have any connection to the forum chosen. It is a close cousin, although not nearly so strongly preferred in the law, of an arbitration clause.

Also do such clauses go by other names than "attornment" clauses? This article points out such a name is specific to Canada.

Yes. In the U.S. an "attornment" clause is a provision that requires a party to a contract to affirmatively declare upon notice from the other party if the attorning party claims that the other party is in breach of the contract or has unfulfilled obligations (with the attorning party waiving any claims for breach of contract not identified at that time). An "attornment" clause is normally found in a lease or secured promissory note and facilitates the transfer of the leased property or secured debt in a way that the new owner can know that there is no risk that it is already in default apart from the transferor's representation. Otherwise, the aggrieved party wouldn't have to mention anything until the statute of limitations arrived.

All of the meanings, including the Canadian one, go back to the notion of affirming the existence of certain rights in advance of a dispute arising between the parties.

This Agreement shall be construed, interpreted and enforced in accordance with, and the rights of the Parties shall be governed by, the laws of the Province of Québec and the federal laws of Canada applicable therein (excluding any conflict of law rule or principle of such laws that might refer such interpretation or enforcement to the laws of another jurisdiction).

The language above is a choice of law clause.

The Parties hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Québec, judicial District of Montreal, with respect to any matters arising pursuant hereto.

The language above is a choice of forum clause, a.k.a. choice of jurisdiction clause, a.k.a. choice of venue clause.

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  • So the judge must learn and apply the laws of another jurisdiction? This seems cumbersome. Also wouldn't this affect case law and the general attitude of the court (i.e. some places are more conservative)? Aug 9, 2021 at 19:46
  • @justasking111 The judge typically considers the briefings of all parties on what the applicable law of the foreign place is and whether it applies. In the absence of argument to the contrary foreign law is presumed to be identical to forum state law. Also only substantive law and not procedural rules can be borrowed, although distinguishing between the two can be non-obvious. A foreign court's ruling is not binding precedent as to the meaning of a country's law. So, e.g., a French court ruling wouldn't bind a U.S. court regarding what a statute means, and also wouldn't impact French law.
    – ohwilleke
    Aug 9, 2021 at 19:49
  • @justasking111 It is a bit cumbersome, but it doesn't come up very often and it usually comes up in high stakes cases where the burden of this is minimal compared to other concerns.
    – ohwilleke
    Aug 9, 2021 at 19:50
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    @justasking111 For example, when a civil case turns in part on the validity of a marriage (perhaps because that affects rules for intestate inheritance) the marriage is judged by the law of the place where it occurred.@ justasking111 Aug 9, 2021 at 20:13
  • @justasking111 Suppose Montreal based Replicate, a 3d printer maker, sells its goods with a service contract fulfilled by FixIt, based out of Toronto with local agents worldwide, that sells its printers all over North and South America, and FixIt waives possessory liens in the goods it repairs in exchange for other collateral supplied by Replicate. This allows a single contract, and Quebec law would provide a lot of default provisions that Ontario or U.S. law would not, allowing for a shorter contract that is easier for the parties to litigate and use day to day with one set of lawyers each.
    – ohwilleke
    Aug 9, 2021 at 21:26

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