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

with a large Canadian bank...
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?
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8/3/2012
RGMacEsq
RGMacEsq, Attorney
Category: Business Law
Satisfied Customers: 17,250
Experience: Licensed Texas General Practice Attorney
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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
RGMacEsq, Attorney
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Satisfied Customers: 17,250
Experience: Licensed Texas General Practice Attorney
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