Governing Law and Venue

[Michele Newberry <fclmin@cns.ufl.edu>]

I asked our legal counsel about our position on Governing Law. We are not
allowed to agree to anything other than Florida law so staying silent is
our only fall back if a vendor won't agree to it. Below is what our
counsel said. -- Michele

"We prefer to stay silent if the vendor won't agree to Fla. law.  What
could happen is if there's a dispute about what law applies, that will be
added as an issue in the lawsuit.  It's true it could mean more time &
money spent in the litigation because what law applies will be the first
issue the court will have to rule on, but we would rather take our chances
on winning this issue in court rather than acquiesing in the contract that
another state's law will apply.  With respect to the comments about
arbitration, first, I would note that governing law, jurisdiction, & venue
are 3 distinct concepts. Governing law relates to what state's (or
country's) law will apply (Fla, Georgia, etc). Jurisdiction pertains to
what court may have jurisdiction over the parties to decide the dispute
(and note that a Florida court can apply another state's law).  Venue
refers to the location of the lawsuit (Gainesville, Jacksonville, etc.).  
Our office's position is to not waive the right to go to court, but we are
not prohibited by law from agreeing to arbitration.  Some people think
arbitrations are quicker & less expensive, but that's frequently not the
case."

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~   
Michele Newberry        Assistant Director for Library Services
Florida Center for Library Automation              352-392-9020
5830 NW 39th Avenue                          352-392-9185 (fax)
Gainesville, FL  32606                       fclmin@cns.ufl.edu
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

-----------Original Message -------------------
From: "Richman, Carol" <Carol.Richman@sagepub.com>
To: <liblicense-l@lists.yale.edu>
Subject: RE: question about Governing Law
Date: Fri, 1 Jul 2005 23:06:39 EDT

I'll relay what I told Angi in private yesterday. The ommission of a
jurisdiction clause could be harmful for both parties (legal
responsibilities, costs, etc.) If both parties can agree on removing the
clause, then they must add a very strict arbitration clause, which would
outline where arbitration would take place, who would bear the costs,
etc. It is much more effective for both parties to maintain the
jurisdiction clause.

Carol Richman
Director of Licensing
SAGE Publications
410-327-6808
carol.richman@sagepub.com www.sagepub.com

-----Original Message-----
[mailto:owner-liblicense-l@lists.yale.edu] On Behalf Of Angi Faiks
Sent: 29 June 2005 21:54
To: LIBLICENSE-L@lists.yale.edu
Subject: question about Governing Law

Hello all, I have never had any trouble changing governing law on a
license. I do however have a new vendor that offered to strike the
entire governing law clause on a license, but will not change it to my
home state. What happens if you strike the entire governing law clause? 
Should I push harder to have it changed to Minnesota?

Many thanks, Angi
-- Angi Faiks Macalester College faiks@macalester.edu