§ 1297.283.Failure of Designation

Parties don't always spell out a choice of law, and this section fills that gap without forcing the tribunal into a rigid conflict-of-laws formula. Failing any designation of the law by the parties, the arbitral tribunal applies the rules of law it considers appropriate given all the circumstances surrounding the dispute.

That standard hands the tribunal real latitude. Rather than mechanically running through a fixed set of connecting factors, the tribunal weighs the case as a whole -- where the parties are based, where the contract was formed and performed, and whatever else bears on which legal rules make sense to apply -- and lands on the law it judges appropriate. The flexibility mirrors the tribunal's own discretion elsewhere in this chapter, but it only kicks in once it's clear the parties left this choice open.