California vs. Argentina Law: Determining Governing Law in License Agreement Breach

The assignment content discusses whether California law should apply to a dispute between USCO and JVCO regarding a breach of license agreement. The essay argues that California law should be governing because USCO and JVCO chose California law in the contract, and California has a relevant connection with the parties.

Omar Alhusayni
Essay (2)
Issue:
Whether California law should apply to the issue of whether USCO
breached the license agreement
Rules:
“Choice of law made by parties: (1) Except as specifically provided by ORS
15.320, 15.325, 15.330, 15.335 or 15.355, the contractual rights and duties of the
parties are governed by the law or laws that the parties have chosen… (2) The
choice of law must be express or clearly demonstrated from the terms of the
contract. In a standard-form contract drafted primarily by only one of the parties,
any choice of law must be express and conspicuous.”
Or.Rev.STAT.ANN.Section15.350(2013)
When there is no choice of law has been made by the parties, the rights and
duties of the parties with regard to an issue in a contract are governed by the law
that is the most appropriate for a resolution of that issue. The most appropriate
law can be 1)the law of the state that has a relevant connection with the
transaction or the parties, such as the place of negotiation, making, performance
or subject matter of the contract, or the domicile, habitual residence or pertinent
place of business of a party, 2)or the law of the state that has the relative strength
and pertinence of these policies in: “(a) Meeting the needs and giving effect to the
policies of the interstate and international systems; and (b) Facilitating the
planning of transactions, protecting a party from undue imposition by another

party, giving effect to justified expectations of the parties concerning which state’s
law applies to the issue and minimizing adverse effects on strong legal policies of
other states.” Or.Rev.STAT.ANN.Section15.360(2013)
Application:
Here, California law should apply , because California law was chosen by
licensor USCO and Licensee JVCO to be governing, and USCO and JVCO had
knowledge of the events giving rise to the dispute .15.455, and that choice is
clearly demonstrated from the terms of the contract, ”…construed in accordance
with the law of California..., “ and the application of such a law would not require a
party to perform an act prohibited by the law of the state where the act is to be
performed under the contract, or prohibit a party from performing an act required
by the law of the state where it is to be performed under the contract. Thus, USCO
and JVCO have properly made their choice of California law enforceable and
governing. . In addition, if supposedly no choice of law was properly made,
California has more connection with the parties, when USCO is a Californian party
as a licensor, and JVCO includes USCO a Californian party as a joint venture.
Therefore, California law should apply.
On the other hand, it is a strong argument that Argentine law should
apply , especially when the terms of the agreement is not precise .USCO and JVCO
has used the word “construe” which is used to signify the illustration of the vague
interpretation of the agreement , as opposed to the word” govern” which is
obviously used to express the enforceability of the law when there is a dispute.
That is to say, USCO and JVCO have improperly made the choice of the governing
law .Thus, California law is not governing in this dispute. However, Argentina law

is the one that should apply because when there was no governing law properly
chosen by parties, Argentina has the most connection with the transaction at issue,
……and is the state that has strong needs for underlying policies of its own
law ,when these policies meet the needs of the interstate and international system,
and protecting undue imposition by parties, especially when applying Argentina
law provides high protection against the established issues emerged from licensors
and technology owners in breaching obligations to Argentine licensees or parties .
Therefore, Argentina law should apply.
Conclusion:
In sum, while the later argument is logical and significant, the former one
is prevailing since it is demonstrated that California has the most connection to
USCO and JVCO .To conclude, the governing law to the issue of whether USCO
breached the license agreement is California law.