Governing Law Clause In A Contract

4th September 2018


This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of Cyprus

In most cases the law governing a contract (or the proper law of the contract or lex causae) is determined in accordance with the intention of the parties.

In determining the intention of the parties, the Court considers the following:

  1. Whether the parties have expressly chosen the governing law (usually by an express clause in a contract).
  2. Where the parties did not make an express choice, the intention is to be derived from the terms of the contract as well as the circumstances surrounding it.
  3. Where the above do not apply, the lex causae is the law under which the contract or transaction has its closest and most real connection.

The above considerations do not apply to matters of procedure in relation to remedies arising out of the contract. These are governed lex fori, by the law of the Court where the case is tried.

Finally contracts against the public policy of Cyprus are not enforced by the Cyprus Courts.

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