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The clause that decides where you have to show up

A governing law and venue clause picks whose law applies and where a claim must be filed. This guide reads one from a real agreement filed with the SEC.

What it costs

Winning a $10,000 claim far from home could still leave you $5,000 behind.

Assumes a $10,000 claim, $15,000 of travel and local counsel, and no fees recovered. Small claims court may cost less for a claim this size. An example, not a figure from the agreement. An illustration, built on the assumptions stated here.

The clause, from a real filing

11 Governing Law, Jurisdiction and Venue

This Agreement and all related documents shall be governed by and construed in accordance with the laws of the State of Wisconsin, without giving effect to any conflict of laws principles that would cause the laws of any other jurisdiction to apply. Any action or proceeding by either of the Parties to enforce this Agreement shall be brought only in any state or federal court located in the State of Wisconsin, County of Dane. The Parties hereby irrevocably submit to the exclusive jurisdiction of these courts and waive the defense of inconvenient forum to the maintenance of any action or proceeding in such venue.
Consulting Agreement, Exhibit 10.5, CIK 1649744, Form 10-Q, filed with the SEC on June 6, 2025. Read the original on SEC.gov
  • High risk

    A claim in a county you may never have visited

    An action to enforce this agreement must be filed in Dane County, Wisconsin. The same clause picks Wisconsin law and has both sides submit to the exclusive jurisdiction of those courts and give up the defense of inconvenient forum, which makes it hard to ask a court to move the case.

The change to ask for

Before: This Agreement and all related documents shall be governed by and construed in accordance with the laws of the State of Wisconsin, without giving effect to any conflict of laws principles that would cause the laws of any other jurisdiction to apply. Any action or proceeding by either of the Parties to enforce this Agreement shall be brought only in any state or federal court located in the State of Wisconsin, County of Dane.

After: This Agreement and all related documents shall be governed by and construed in accordance with the laws of the state where you are located, without giving effect to any conflict of laws principles that would cause the laws of any other jurisdiction to apply. Any action or proceeding by either of the Parties to enforce this Agreement shall be brought only in any state or federal court located in the county where you are located.

Suggested language to discuss, not legal advice. Your own state and county are examples.

Before you sign: governing law and venue

  1. Find the clause. It may sit under Governing Law, Venue, Jurisdiction, or General.
  2. Check which state’s law applies, and whether it is your state.
  3. Check where a claim must be filed: a named county or city, and whether it is the only place.
  4. Check whether you agree not to object to that place, including a waiver of inconvenient forum.
  5. Check whether the place is far from you, and what a trip and local counsel would cost.
  6. Ask for your own state’s law, and for claims to be filed near you.
Open the one-page checklist to print
Transcript
  1. 0:00This clause decides where you have to show up.
  2. 0:04It comes from a consulting agreement filed with the SEC.
  3. 0:10Wisconsin law governs, and suits to enforce the agreement go to the courts in Dane County.
  4. 0:15Both sides also agree not to argue that Dane County is too far away.
  5. 0:20It binds both sides, but it costs the side that lives far away.
  6. 0:24Say an unpaid invoice is $10,000.
  7. 0:28Travel and local counsel could cost $15,000, more than the claim.
  8. 0:33Which state’s law applies? Where must a claim be filed? Do you give up your objection to that place?
  9. 0:40Ask for your own state’s law, and courts near you.
  10. 0:43If they will not move it, ask them to agree to hearings by video.
  11. 0:47Before you sign, check where the other side is based.
  12. 0:53Check your contract for this clause.
  13. 0:56Your first read is free.

Keep reading

Check your contract for this clause.

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BeforeJD is not a law firm. This is informational only, not legal advice.