Perhaps a statement could be to consider a choice of law not as a fundamental clause of the main contract, but as a fundamental clause of another agreement on the parties` dispute settlement provisions that are related to the main contract but can be separated from the main contract (Briggs [3.49] & [10.40]). Without prejudice to any other type of service permitted by applicable law, the Borrower irrevocably designates the Company as its agent for the service of proceedings in connection with proceedings in the courts of Singapore in connection with this Agreement; and (b) agrees that an agent`s failure to inform the Company of the process will not invalidate the relevant procedure. Any date, time or period referred to in any provision of this Agreement may be extended by mutual agreement between the Parties, but with respect to any time, date or period initially determined and not extended, or any extended time, date or period as set out above, or any extended time, date or period as set forth above; time is of the essence. In Amin Rasheed v Kuwait Insurance  1 AC 50, Lord Diplock stated that “contracts are not likely to exist in a legal vacuum. [and]. are. without legal effect, unless they were made by reference to a system of private law`, (65) because an agreement on the rights and obligations of the parties and others cannot be determined without reference to a single legal system in order to give mere contractual terms a `precise meaning` (in 61). In that case, the absence of a choice of law would not have created a “legal vacuum”; objective self-right simply applied (at the age of 69). However, Lord Diplock was not aware of one point: theoretically, could he ever create a “legal vacuum” if the real intentions of the parties compelled him to do so? Are the actual intentions of the parties or the need to maintain the validity of the contract within objectively defined reasonable limits the main concern in the drafting of contracts? `The contract of carriage. and any dispute arising out of this Agreement. To have to.
in the option that the carrier is declared by him at the request of the trader, (i) is either subject to Iranian law. with the exclusive jurisdiction of the courts of Tehran in Iran; (ii) or under German law. with exclusive jurisdiction of the courts of Hamburg.. ; (iii) or under English law. with exclusive jurisdiction of the courts of London » The pro-validation approach of the court according to which the nullity of the choice of law clause does not affect the formation of the main contract certainly makes economic sense. Actual disagreements about the meaning of contracts clearly formulated in practice only occur at the periphery, and the parties do not reasonably expect such disagreements to mean that their contract was never concluded – in fact, they probably have already performed and invoked the contract in good faith (Tan, 319-320). Although the Court accepted the conclusion that the contractual choice of law clause was “vague”, the Court`s reasoning was nevertheless underscored by an approach favourable to validation. The “floating” choice of law clauses paradigmatically stipulate that an event subsequent to the conclusion of the contract determines the applicable law. In practice, a “floating” choice of law clause will never lead to the conclusion that the main contract has not been concluded (Tan, 320-322); this contract is deemed to be governed by objective law (Halsbury`s, [75.356]).
However, the rationale required to reach this conclusion will vary depending on the approach taken. The court is composed of __Schiedsrichtern. This commentary unpacks and examines the Court`s reasoning in support of those conclusions. He suggests that such reasoning makes it possible to recast the choice of law clauses: from the basic provisions of the main contract to the basic conditions contained in a separate dispute settlement agreement. The courts of Singapore shall have exclusive jurisdiction to resolve any dispute arising out of or in connection with this Agreement (including any dispute relating to the existence, validity or termination of this Agreement (a “Dispute”). The problems that may arise in this regard are highlighted by mann J.A.`s observations in Apple Corps Ltd -v- Apple Computer Inc.2 In this case, a dispute arose out of an agreement that did not contain any applicable law or jurisdiction clause. Justice Mann noted that: The appointing authority is the President or Vice-President of SIAC. Any dispute arising out of or in connection with this Agreement, including any matter relating to its existence, validity or termination, shall be submitted to Singapore in accordance with the “SIAC Rules”) of the Singapore International Arbitration Centre (“SIAC Rules”), the rules of which shall apply by reference to this clause, and shall be finally resolved by arbitration in Singapore. .