Any designation by the parties of the law or legal system of a given state shall be construed, unless otherwise expressed, as directly referring to the substantive law of that state and not to its conflict of laws rules.
§ 1297.282.Construction of Designation of Law Or Legal System
Title 9.3. Arbitration and Conciliation of International Commercial Disputes · Chapter 6. Making of Arbitral Award and Termination of Proceedings · Article 1. Rules Applicable to Substance of Dispute · Enacted 1988 · no amendments on record · Last verified July 29, 2026
In one sentenceSection 1297.282 provides that, unless the parties say otherwise, designating the law of a particular state means its substantive law applies, not the rules that state would use to decide which jurisdiction's law governs a conflict.
Full Text of § 1297.282
Plain-English Summary
Choosing a state's law to govern a contract sounds simple, but conflict-of-laws rules can complicate even that choice: every legal system has its own rules for deciding which other system's law should apply when more than one jurisdiction has a connection to the dispute. This section heads off that complication before it starts.
Unless otherwise expressed, any designation by the parties of the law or legal system of a given state is construed as referring directly to that state's substantive law -- the actual rules that decide the case -- rather than to its conflict-of-laws rules. That keeps a tribunal from getting pulled into a second layer of analysis about which jurisdiction's rules should even apply, when the parties' whole point in designating a state's law was to settle that question themselves.
Frequently Asked Questions
If the parties choose the law of a particular state, does that include the state's conflict-of-laws rules?
No, unless the parties say otherwise. Section 1297.282 construes the designation as referring to the state's substantive law, not its conflict-of-laws rules.
Why does it matter whether conflict-of-laws rules are included?
Because conflict-of-laws rules could point the tribunal toward a different jurisdiction's law entirely, undermining the certainty the parties sought by designating a specific state's law in the first place.
Can the parties choose to include conflict-of-laws rules if they want to?
Yes. The default construction applies unless otherwise expressed by the parties.
Amendment History
Added by Stats. 1988, Ch. 23, Sec. 1. Effective March 7, 1988.
Source & verification. Section text is reproduced verbatim from
the Deering's California Codes Annotated / vLex. Enacted by the California Legislature.
Last verified July 29, 2026.
· Official source
Also known as: substantive law not conflict of laws arbitrationdesignation of governing law construction