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Question

Why would a contract have both a choice of forum clause and a governing law clause?

My partner sent me a contract that has both governing law and choice of forum clauses, and they sound similar. How does it work if there are two?

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Answer

Contracts include both clauses because they do different jobs. A governing law clause decides which state's laws apply, while a choice of forum clause decides where disputes are handled.

They work together to give clarity. One sets the legal rules, and the other sets the location where those rules are applied.

What does each clause control?

The governing law clause controls how the contract is interpreted. It decides what legal standards apply, such as what counts as a breach or what damages are allowed.

The choice of forum clause controls where a dispute is heard. This could be a specific state court, federal court, or arbitration location.

Why include both instead of just one?

Using both removes uncertainty. Without them, parties might argue over both which law applies and where the case should be heard.

It is also common to mix them. For example, a contract may apply one state's law but require disputes to be handled in another state for convenience or balance.

What to do next...

  1. Review both clauses to see how they interact.
  2. Check if the forum location is practical for you.
  3. Confirm the chosen law is reasonable for your business.
  4. Clarify any conflicts before signing.

What to consider in your specific situation

While these clauses are standard, how they affect you depends on your contract details.

  • The states chosen for law and forum.
  • Travel and cost of resolving disputes in that location.
  • Differences between the selected state laws.
  • Whether arbitration or court is required.
  • The balance of negotiating power between parties.
  • The complexity and risk of potential disputes.

Having both clauses can make disputes more predictable—but only if they are clear and aligned. Since every situation is different, consider more information through Rocket Copilot, a Legal Pro, or a legal document review to move forward with confidence.

Published on 04/20/2026Written by Laura BojartReviewed by Legal Pros

At Rocket Lawyer, we follow a rigorous editorial policy to ensure every article is helpful, clear, and as accurate and up-to-date as possible. This page was created, edited and reviewed by trained editorial staff who specialize in translating complex legal topics into plain language, then reviewed by experienced Legal Pros—licensed attorneys and paralegals—to ensure legal accuracy.

Please note: This page offers general legal information, but not legal advice tailored for your specific legal situation. Rocket Lawyer Incorporated isn't a law firm or a substitute for one. For further information on this topic, you can Ask a Legal Pro.

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Disclosures

  1. This page offers general legal information, not legal advice tailored for your specific legal situation. Rocket Lawyer Incorporated isn't a law firm or a substitute for one. For further information on this topic, you can Ask a Legal Pro.