How JustAnswer Works:

  • Ask an Expert
    Experts are full of valuable knowledge and are ready to help with any question. Credentials confirmed by a Fortune 500 verification firm.
  • Get a Professional Answer
    Via email, text message, or notification as you wait on our site.
    Ask follow up questions if you need to.
  • 100% Satisfaction Guarantee
    Rate the answer you receive.

Ask RGMacEsq Your Own Question

RGMacEsq
RGMacEsq, Attorney
Category: Business Law
Satisfied Customers: 11213
Experience:  Licensed Texas General Practice Attorney
Type Your Business Law Question Here...
RGMacEsq is online now
A new question is answered every 9 seconds

We are a software development company(small) drafting a contract

Resolved Question:

We are a software development company(small) drafting a contract with a large Canadian bank. They would like to change the contract so that the legal venue is in Ontario Canada instead or our state Missouri. Is this something we should not do? And what are the ramifications of doing or not doing this?
Submitted: 1 year ago.
Category: Business Law
Expert:  RGMacEsq replied 1 year ago.

RGMacEsq :

Thank you for using JustAnswer. I am researching your issue and will respond shortly.

RGMacEsq :

You would certainly want an Ontario lawyer to review the contract to make certain that you're not opening yourself up to potential issues. Any change in law (even from state to state) could be relevant, depending on the specifics of your contract. But in short, choice of venue and choice of law clause changes are not uncommon when there is a huge disparity between bargaining power.

RGMacEsq :

That is, the bigger guys can set the rules...

RGMacEsq :

They do this more so out of a matter of convenience, and not because the law in their jurisdiction is necessarily better.

RGMacEsq :

All of their lawyers know Canadian law, not necessarily Missouri law.

RGMacEsq :

So they don't have to hire a Missouri attorney to interpret provisions in the contract, but rather can contact their internal legal department for such an analysius.

RGMacEsq :

*analysis

RGMacEsq :

But also, it makes any lawsuit against them less likely, and would make a lawsuit by them against you more likely (in the event of aa breach) because it would be more inconvenient to you and much more convenient to them.

RGMacEsq :

Ultimately it depends on your level of exposure and whether you trust this organization or not to follow through with their obligations.

Customer:

We have been doing business with them for about a year now and all has been well. We are now taking over their software and so now we all agree we must do a contract. They kept pretty much everything we put in the contract except for the venue. I am just afraid that we will be the ones trying to hire a Canadian lawyer since they are a huge bank and we are so small. Do you think I need to have a Canadian lawyer look at the contract even though everything that is in it was our original legal contract?

RGMacEsq :

I would, just to be safe. Most likely the terms and expected outcomes will remain the same (contract law is very similar in US and Canada) but there are certain provisions that could be unenforceable, or could have a different outcome, etc... If you didn't it probably would not be a huge risk, and if money is tight it's probably something that you could forgo. But if you can afford it, I would suggest that you run it past an Ontario lawyer (if Ontario is going to be the venue and choice of law)

Customer:

Thanks so much. I will run it by one just to be safe. This is a huge contract for us and I want to ensure all is starting off on the right foot.

RGMacEsq :

My pleasure.If you have any other questions, please let me know. If not, and you have not yet, please rate my answer. Please note that I don't get any credit for my answer unless and until you rate it a 3, 4, 5 (good or better). Thank you, XXXXX XXXXX good luck to you!

Customer:

Thanks and I will rate you highly. I like answers to the point and above and beyond what I expected.

RGMacEsq, Attorney
Category: Business Law
Satisfied Customers: 11213
Experience: Licensed Texas General Practice Attorney
RGMacEsq and 5 other Business Law Specialists are ready to help you

JustAnswer in the News:

 
 
 
Ask-a-doc Web sites: If you've got a quick question, you can try to get an answer from sites that say they have various specialists on hand to give quick answers... Justanswer.com.
JustAnswer.com...has seen a spike since October in legal questions from readers about layoffs, unemployment and severance.
Web sites like justanswer.com/legal
...leave nothing to chance.
Traffic on JustAnswer rose 14 percent...and had nearly 400,000 page views in 30 days...inquiries related to stress, high blood pressure, drinking and heart pain jumped 33 percent.
Tory Johnson, GMA Workplace Contributor, discusses work-from-home jobs, such as JustAnswer in which verified Experts answer people’s questions.
I will tell you that...the things you have to go through to be an Expert are quite rigorous.
 
 
 

What Customers are Saying:

 
 
 
  • Mr. Kaplun clearly had an exceptional understanding of the issue and was able to explain it concisely. I would recommend JustAnswer to anyone. Great service that lives up to its promises! Gary B. Edmond, OK
< Last | Next >
  • Mr. Kaplun clearly had an exceptional understanding of the issue and was able to explain it concisely. I would recommend JustAnswer to anyone. Great service that lives up to its promises! Gary B. Edmond, OK
  • My Expert was fast and seemed to have the answer to my taser question at the tips of her fingers. Communication was excellent. I left feeling confident in her answer. Eric Redwood City, CA
  • I am very pleased with JustAnswer as a place to go for divorce or criminal law knowledge and insight. Michael Wichita, KS
  • PaulMJD helped me with questions I had regarding an urgent legal matter. His answers were excellent. Three H. Houston, TX
  • Anne was extremely helpful. Her information put me in the right direction for action that kept me legal, possible saving me a ton of money in the future. Thank you again, Anne!! Elaine Atlanta, GA
  • It worked great. I had the facts and I presented them to my ex-landlord and she folded and returned my deposit. The 50 bucks I spent with you solved my problem. Tony Apopka, FL
  • Wonderful service, prompt, efficient, and accurate. Couldn't have asked for more. I cannot thank you enough for your help. Mary C. Freshfield, Liverpool, UK
 
 
 

Meet The Experts:

 
 
 
  • Law Pro

    Attorney

    Satisfied Customers:

    1426
    20 years experience in business law - sole proprietor, partnership, and corporations
< Last | Next >
  • http://ww2.justanswer.com/uploads/LA/lawpro/2012-6-25_171315_PT206740s.64x64.jpg Law Pro's Avatar

    Law Pro

    Attorney

    Satisfied Customers:

    1426
    20 years experience in business law - sole proprietor, partnership, and corporations
  • http://ww2.justanswer.com/uploads/DC/DCraneEsq/2012-8-14_14436_DCrane.64x64.jpg MShore Law's Avatar

    MShore Law

    Attorney

    Satisfied Customers:

    1233
    Drafted Negotiated and/or Reviewed Thousands of Commercial Agreements
  • http://ww2.justanswer.com/uploads/FL/FLAandNYLawyer/2012-1-27_14349_3Fotolia25855429M.64x64.jpg FiveStarLaw's Avatar

    FiveStarLaw

    Attorney

    Satisfied Customers:

    1162
    25 years of experience helping people like you.
  • http://ww2.justanswer.com/uploads/dkaplun/2009-05-17_173121_headshot_1_2.jpg Dimitry K., Esq.'s Avatar

    Dimitry K., Esq.

    Attorney

    Satisfied Customers:

    1142
    Run my own successful business/contract law practice.
  • http://ww2.justanswer.com/uploads/ohioatty/2009-1-22_185545_me.jpg J.Hazelbaker's Avatar

    J.Hazelbaker

    Attorney

    Satisfied Customers:

    393
    Experienced and trained in the area of business law.
  • http://ww2.justanswer.com/uploads/scottymacesq/2009-6-10_221523_small.jpg RGMacEsq's Avatar

    RGMacEsq

    Attorney

    Satisfied Customers:

    393
    Licensed Texas General Practice Attorney
  • http://ww2.justanswer.com/uploads/BA/barristerinky/2012-6-10_22423_office.64x64.jpg Barrister's Avatar

    Barrister

    Attorney

    Satisfied Customers:

    301
    13 years practicing attorney, MBA