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Ely, Counselor at Law
Category: Legal
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Experience:  Private practice with focus on family, criminal, PI, consumer protection, and business consultation.
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Can a business contract, between 2 French speaking

Customer Question

Can a business contract, between 2 French speaking businessman, in NEVADA can be written in French and under Quebec Canada law (or NEVADA Law) and how this affect any litigation to be brought to a court in NEVADA? I need a 110% sure answer on this one. Thanks
Submitted: 1 year ago.
Category: Legal
Expert:  Ely replied 1 year ago.

Hello and welcome to JustAnswer. Please note: This is general information for educational purposes only and is not legal advice. No specific course of action is proposed herein, and no attorney-client relationship or privilege is formed by speaking to an expert on this site. By continuing, you confirm that you understand and agree to these terms.

1) Nothing Nevada Revised Statutes or case precedent mandates that a contract must only be written in English. In fact, this is true for pretty much any US jurisdiction. So it may be written in French. This is not unusual (meaning a contract in a foreign language being applied in a US Court of law).

2) It is also not unusual for a contract to have a choice of law clause, choice of jurisdiction clause, or a combination of the two.

3) A choice of law is a clause that decides which law is applicable. Under choice-of-law principles, parties are permitted within broad limits to choose the law that will determine the validity and effect of their contract. Gamer v. DuPont Glore Forgan, Inc., 65 Cal. App.3d 280, 135 Cal. Rptr. 230, 234-35 (1976); Grady v. Denbeck, 198 Neb. 31, 251 N.W.2d 864, 865 (1977). See Restatement (Second) of Conflicts of Laws § 187 (1971). The case of BEHRINGER HARVARD LAKE TAHOE, LLC v. Bank of America, NA, Dist. Court, D. Nevada 2013 cites this:

"Under the circumstances present here, where many of the venue factors are inconclusive, the Court considers the choice of law to be the most important consideration in determining the merits of BOA's Motion. A federal court applies the choice-of-law rules of the state courts in the district where it sits. Klaxon Co. v. Stentor Elec. Mfg., 313 U.S. 487, 496 (1941). Nevada's choice-of-law principles permit parties "within broad limits to choose the law that will determine the validity and effect of their contract." Sievers v. Diversified Mtg. Investors, 95 Nev. 811, 815 (1979). So long as the agreement has a substantial relation with the transaction, and is not contrary to the public policy of the forum, than that choice is valid. Id."

4) A jurisdiction clause is a clause that decides where any issue would be litigated. However, Nevada requires more specific verbiage for this to be applicable:

"Other state courts have distinguished between mandatory and permissive forum selection clauses. See, e.g., Garcia Granados Quinones v. Swiss Bank Corp. (Overseas), S.A., 509 So.2d 273, 274 (Fla.1987) (recognizing that a mandatory jurisdiction clause requires "a particular forum be the exclusive jurisdiction for litigation," while permissive jurisdiction is merely a consent to jurisdiction in a venue (internal quotation marks omitted)); Polk Cnty. Recreational Ass'n v. Susquehanna Patriot Commercial Leasing Co., 273 Neb. 1026, 734 N.W.2d 750, 758-59 (2007) (distinguishing a mandatory forum selection clause based on the words "shall be brought only in" a particular jurisdiction from a permissive forum selection clause where parties only "consent and submit to the jurisdiction" of other courts); Caperton v. A.T. Massey Coal Co., 225 W.Va. 128, 690 S.E.2d 322, 338-39 (2009) ("[T]o be enforced as mandatory, a forum-selection clause must do more than simply mention or list a jurisdiction; in addition, it must either specify venue in mandatory language, or contain other language demonstrating the parties' intent to make jurisdiction exclusive.")." Am. First Fed. Credit Union v. Soro, 359 P. 3d 105 - Nev: Supreme Court 2015.

Often, the two clauses are combined.

So the Court would normally recognize both provided the proper requirements are in place.

I hope this helps and clarifies. Please use the SEND or REPLY button to keep chatting, or please RATE when finished. You may always ask follow ups at no charge after rating. Kindly rate my answer as one of TOP THREE FACES/STARS and then SUBMIT, as this is how experts get credit for our time. Rating my answer the bottom two faces/stars (or failing to submit the rating) does not give me credit and reflects poorly on me, even if my answer is correct. I work very hard to formulate an informative and honest answer for you; please reciprocate my good faith with a positive rating.

Customer: replied 1 year ago.
in clear, my new French Canadian and I can sign a contract which will, not only legally applicable in Nevada, but will allow to be brought to Nevada court with no other limitations. Right? THANKS
Expert:  Ely replied 1 year ago.
My apologies for the wait.
Right. If the two parties want to select Nevada as the specific jurisdiction, they can. But the language has to be clear and unequivocal.
Gentle Reminder: Please, use REPLY or SEND button to keep chatting, or RATE POSITIVELY and SUBMIT your rating when we are finished. You may always ask follow ups at no charge after rating.