Nedlloyd Lines B.V. v. Superior Court of San Mateo County Seawinds, Ltd.
Supreme Court of California
834 P.2d 1148 (1992)
Seawinds, Ltd. (plaintiff), a Hong Kong-incorporated shipping company based in California, entered a stock-purchase agreement with Nedlloyd Lines (defendant), a Dutch company, that chose Hong Kong law to govern the contract. After Seawinds went bankrupt, it sued Nedlloyd in California state court for breach of contract and breach of fiduciary duty, arguing California law should apply instead. The trial court applied California law and ruled for Seawinds; the court of appeal affirmed, and the California Supreme Court granted review.
Whether a contractual choice-of-law provision will be enforced where the forum state lacks a substantial relationship to the parties and the chosen foreign law is not contrary to the forum state's public policy.