What law applies to your Construction Contract – Simple or Not?

You have a construction contract for work to be done on a project in Florida. Although hoping that all goes well, it’s your belief that if any legal issues arise, Florida law would apply. That may be correct, since Florida law would generally apply to issues concerning the performance of such a contract. However, that may not be correct.

What if your construction contract has a choice of law provision that specifies the law of a state other than Florida applies? That will likely require a further analysis regarding issues that could include but are not necessarily limited to what legal, equitable, contractual, and tort-type matters are at issue, are those matters encompassed within the particular choice of law provision, are there procedural and substantive issues to be considered, will the enforcement of the choice of law provision violate Florida public policy, what do Florida’s choice of law rules indicate will apply, what does the other state’s law provide, and how does that law compare to or contrast with Florida law.

What if your construction contract does not have a choice of law provision but refers to or incorporates another document that does have such a provision? In this context additional issues may arise as to what terms and provisions are and are not actually incorporated through these other documents and how that may or may not bind the parties to the law of any particular forum.

Additionally, with Florida’s present judicial limitation of the economic loss rule to product liability matters, Florida litigants may also find themselves litigating non-contractual claims, despite the existence of a contract between the parties.  In such situations, a legal and factual analysis of the particular claims asserted should also include consideration of what jurisdiction’s law applies, even in the absence of a contractual choice of law provision.

So, when analyzing your construction contract, be mindful of the foregoing as some of the factors to consider in determining what law applies.