bjbj\.\.

80C337(3) PB

CHAPTER 271.

RIGHTS OF PARTIES TO CHOOSE LAW APPLICABLE

TO CERTAIN TRANSACTIONS

Revised Law

271.001.

DEFINITION.

In this chapter, "qualified transaction" means a transaction under which a party:

pays or receives, or is obligated to pay or is entitled to receive, consideration with an aggregate value of at least $1 million; or

lends, advances, borrows, or receives, or is obligated to lend or advance or is entitled to borrow or receive, money or credit with an aggregate value of at least $1 million.

(Bus. & Com. Code,

Sec. 35.51(a)(2).)

Source Law

"Qualified transaction" means a transaction under which a party:

pays or receives, or is obligated to pay or entitled to receive, consideration with an aggregate value of at least $1,000,000; or

lends, advances, borrows, or receives, or is obligated to lend or advance or is entitled to borrow or receive, funds or credit with an aggregate value of at least $1,000,000.

Revised Law

271.002.

SUBSTANTIALLY SIMILAR OR RELATED TRANSACTIONS.

For purposes of this chapter, two or more substantially similar or related transactions are considered a single transaction if the transactions:

are entered into contemporaneously; and

have at least one common party.

(Bus. & Com. Code,

Sec. 35.51(a)(1).)

Source Law

RIGHTS OF PARTIES TO CHOOSE LAW APPLICABLE TO CERTAIN TRANSACTIONS.

In this section:

"Transaction" includes more than one substantially similar or related transaction entered into contemporaneously and having at least one common party.

Revised Law

271.003.

CONFLICT-OF-LAWS RULES.

For purposes of this chapter, a reference to the law of a particular jurisdiction does not include that jurisdiction's conflict-of-laws rules.

(Bus. & Com. Code, Secs. 35.51(b) (part), (c) (part), (e) (part).)

Source Law

[the law,] other than conflict of laws rules, [of that jurisdiction governs the issue]

[the law,] other than conflict of laws rules, [of that jurisdiction governs that issue]

is invalid or unenforceable under the law,] other than conflict of laws rules, [of that jurisdiction but is valid or enforceable under the law,] other than conflict of laws rules, [of the jurisdiction that has the most significant relation

[the law,] other than conflict of laws rules, [of the jurisdiction that has the most significant relation

governs the validity or enforceability of that term; and]

[the law,] other than conflict of laws rules, [of the jurisdiction that the parties agree would govern

governs the validity or enforceability of the other terms]

Revised Law

271.004.

DETERMINATION OF REASONABLE RELATION OF TRANSACTION TO PARTICULAR JURISDICTION.

For purposes of this chapter, a transaction bears a reasonable relation to a particular jurisdiction if the transaction, the subject matter of the transaction, or a party to the transaction is reasonably related to that jurisdiction.

A transaction bears a reasonable relation to a particular jurisdiction if:

a party to the transaction is a resident of that jurisdiction;

a party to the transaction has the party's place of business or, if that party has more than one place of business, the party's chief executive office or an office from which the party conducts a substantial part of the negotiations relating to the transaction, in that jurisdiction;

all or part of the subject matter of the transaction is located in that jurisdiction;

a party to the transaction is required to perform in that jurisdiction a substantial part of the party's obligations relating to the transaction, such as delivering payments; or

a substantial part of the negotiations relating to the transaction occurred in that

jurisdiction and an agreement relating to the transaction was signed in that jurisdiction by a party to the transaction.

(Bus. & Com. Code,

Sec. 35.51(d).)

Source Law

For purposes of this section, a transaction bears a reasonable relation to a particular jurisdiction if the transaction, the subject matter of the transaction, or a party to the transaction is reasonably related to that jurisdiction.

A transaction bears a reasonable relation to a particular jurisdiction if:

a party to the transaction is a resident of that jurisdiction;

a party to the transaction has its place of business or, if that party has more than one place of business, its chief executive office or an office from which it conducts a substantial part of the negotiations relating to the transaction, in that jurisdiction;

all or part of the subject matter of the transaction is located in that jurisdiction;

a party to the transaction is required to perform a substantial part of its obligations relating to the transaction, such as delivering payments, in that jurisdiction; or

a substantial part of the negotiations relating to the transaction, and the signing of an agreement relating to the transaction by a party to the transaction, occurred in that jurisdiction.

Revised Law

271.005.

LAW GOVERNING ISSUE RELATING TO QUALIFIED TRANSACTION.

Except as provided by

Section 271.007, 271.008(b), 271.009, 271.010, or 271.011 or by

Chapter 272, the law of a particular jurisdiction governs an issue relating to a qualified transaction if:

the parties to the transaction agree in writing that the law of that jurisdiction governs the issue, including the validity or enforceability of an agreement relating to the transaction or a provision of the agreement; and

the transaction bears a reasonable relation to that jurisdiction.

The law of a particular jurisdiction governs an issue described by this

section regardless of whether the application of that law is contrary to a fundamental or public policy of this state or of any other jurisdiction.

(Bus. & Com. Code,

Sec. 35.51(b) (part).)

Source Law

Except as provided by Subsection (

e) or (

f) of this

section or

Section 35.52 of this code, if the parties to a qualified transaction agree in writing that the law of a particular jurisdiction governs an issue relating to the transaction, including the validity or enforceability of an agreement relating to the transaction or a provision of the agreement, and the transaction bears a reasonable relation to that jurisdiction, the law,

of that jurisdiction governs the issue regardless of whether the application of that law is contrary to a fundamental or public policy of this state or of any other jurisdiction.

Revisor's Note

Section 35.51(b), Business & Commerce Code, refers to "Section 35.52 of this code."

Section 35.52, Business & Commerce Code, has been revised as

Chapter 272, Business & Commerce Code, and the revised law is drafted accordingly.

Revised Law

271.006.

LAW GOVERNING

INTERPRETATION OR CONSTRUCTION OF AGREEMENT RELATING TO QUALIFIED TRANSACTION.

Except as provided by

Section 271.008(b), 271.009, 271.010, or 271.011 and by

Chapter 272, if the parties to a qualified transaction agree in writing that the law of a particular jurisdiction governs the

interpretation or construction of an agreement relating to the transaction or a provision of the agreement, the law of that jurisdiction governs that issue regardless of whether the transaction bears a reasonable relation to that jurisdiction.

(Bus. & Com. Code,

Sec. 35.51(c) (part).)

Source Law

Except as provided by Subsection (

f) of this

section and

Section 35.52 of this code, if the parties to a qualified transaction agree in writing that the law of a particular jurisdiction governs the

interpretation or construction of an agreement relating to the transaction or a provision of the agreement, the law,

of that jurisdiction governs that issue regardless of whether the transaction bears a reasonable relation to that jurisdiction.

Revisor's Note

Section 35.51(c), Business & Commerce Code, refers to "Section 35.52 of this code."

Section 35.52, Business & Commerce Code, has been revised as

Chapter 272, Business & Commerce Code, and the revised law is drafted accordingly.

Revised Law

271.007.

LAW GOVERNING VALIDITY OR ENFO