Forum Selection and Choice of Law Clauses in International Contracts: A United States Viewpoint with Particular Reference to Maritime Contracts and Bills of Lading

This Article approaches the topic of forum selection from a U.S. perspective. It is reasonable to expect, however, particularly with regard to bills of lading and maritime trade, that the approach of other nations toward international contracts is, or soon will be, very similar. For the sake of simplicity, "choice of law" and "choice of forum" will be addressed together, and referred to as either "choice of forum" or "forum selection." Many contracts only specify a particular forum, while others specify only the application of a particular law. U.S. courts and international conventions have generally taken the same approach to both and, therefore, from the standpoint of legal recognition, they are virtually indistinguishable. This Article will outline the current state of the law governing choice of law, choice of forum, and dispute resolution with respect to international contracts involving United States entities. Part II provides a brief overview of the general state of United States law with regard to forum selection provisions in international contracts. Part III focuses on contracts of maritime trade and the broad recognition currently accorded such contracts. It also includes a brief history of the developing recognition of forum selection clauses in bills of lading. Arbitration clauses have traditionally received different treatment from U.S. courts and therefore will be addressed separately in Part IV. In 1995, however, the distinction between forum selection and arbitration clauses was virtually eliminated by the Supreme Court when it recognized the full freedom of contracting parties to choose particular forms of dispute resolution.