Don't Choose Delaware Law Unless You're In Delaware.

By David Tollen

This post was first published by Tech Contracts Academy. View here.

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In a recent IT contract negotiation, the other party’s lawyer insisted that the choice of law clause call for Delaware law and courts. His client wasn’t based in Delaware and neither was mine. And our IT project wasn’t happening in Delaware. Why then choose Delaware law? Because Valerie Bertinelli comes from there–or because it was the first state to nominate a self-declared witch to the U.S. Senate? No. “Delaware has the best laws,” replied my negotiating counterpart. That’s a claim you hear a fair amount, but it’s based on a misunderstanding. Delaware has a special claim to quality corporate laws. But the Delaware advantage doesn’t apply to the laws governing IT contracts.

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David Tollen is the author of The Tech Contracts Handbook (ABA Publishing 2015), founder of Tech Contracts Academy, practices law with Sycamore Legal, and an advisor to LegalSifter.