In today’s digital-first, global economy, even small businesses and startups are working with international partners, vendors, and clients. But doing business across borders isn’t just a language or logistics challenge—it’s a legal one.

If you don’t clearly address governing law and dispute resolution, you may end up entangled in expensive, unpredictable litigation in a foreign country. Here’s how to keep your international contracts enforceable, efficient, and low-risk.

🌍 Why Governing Law Matters

Every contract needs to specify which country’s laws will apply in case of a dispute. If you skip this step, you leave the decision up to a court—often in a jurisdiction that’s not favorable to you.

Best Practice: Choose a jurisdiction where:

• Your business is located, or

• Commercial laws are clear and neutral (e.g., New York, England & Wales, Singapore)

📌 Tip: Avoid jurisdictions with unclear contract enforcement or political instability.

⚖️ What About Jurisdiction?

Governing law is about which laws apply. Jurisdiction is about which court (or tribunal) has the authority to hear the case.

You can:

• Choose a specific court (“exclusive jurisdiction”)

• Select international arbitration to avoid court systems entirely

🤝 The Power of Arbitration in Global Deals

International arbitration offers an efficient, private, and enforceable method to resolve disputes. It’s favored in cross-border contracts for several reasons:

Benefits of Arbitration:

• Neutral ground for both parties

• Faster and more flexible than litigation

• Awards are enforceable in over 170 countries under the New York Convention

• Confidential process (unlike court proceedings)

Popular Arbitration Venues:

• International Chamber of Commerce (ICC)

• London Court of International Arbitration (LCIA)

• Singapore International Arbitration Centre (SIAC)

📌 Tip: Add a detailed arbitration clause that includes:

• Location of arbitration

• Rules to apply (e.g., ICC Rules)

• Number of arbitrators

• Language of proceedings

🧠 Sample Clause Language (Simplified)

“This Agreement shall be governed by the laws of the State of New Jersey. Any dispute arising out of or in connection with this Agreement shall be finally resolved by arbitration administered by the International Chamber of Commerce (ICC) in accordance with its Arbitration Rules. The seat of arbitration shall be Newark. The language of arbitration shall be English.”

✅ Contract Globally. Protect Locally.

Whether you're signing with a UK developer, sourcing from Asia, or onboarding clients from the EU, your contracts should reduce legal uncertainty—not multiply it.

At Shperun Law, we help businesses:

• Draft international agreements

• Negotiate cross-border deals

• Select optimal governing law and dispute mechanisms

• Enforce international arbitration awards

📞 Need help drafting or reviewing a global contract? Contact us today.