CONFLICT OF LAW

01. Introduction
02. Choice of Law (COL): G/R on COL decisions & Constitutional Limits what law applies to this lawsuit?
03. COL Theories (3 main Analytical Approaches)
04. COL Doctrine for Specific Areas of Substantive Law
05. Recognition of Foreign Judgments when there’s Judgment

ANSWERING A CONFLICTS QUESTION ON THE BAR EXAM (SUMMARY)

I. RECOGNIZING A CONFLICTS ISSUE: facts w/ connections to multiple states (which law governs?)
II. FORUM CT’s JURISDICTION (PJ over D): (1) Applicable Long-Arm Statute AND (2) Due Process Analysis (contacts & fairness)
III. COL (THREE main approaches, but mainly vested rights & most significant relationship test)

(1) COL clauses: determine the enforceability of any COL clause and apply the valid COL clause
(2) Absence of COL clause
① Note the absence of a COL clause
K Cases
② Note & apply the 1st Restatement Rule
③ Analyze the choice under government interest analysis & the 2nd Restatement
④ Analyze other approaches as time permits

① Note & apply the traditional 1st Restatement rule

Other Cases
Qs w/ Insufficient Facts
IV. RECOGNITION OF FOREIGN JUDGMENTS: will the recognizing CT recognize the judgment issued by the rendering CT?
Judgments of Sister-State Cts
Judgments of Fed Cts
Foreign-Country Judgments
② Then analyze the choice under government interest Analysis & the 2nd Restatement
③ Analyze other approaches if time permits
 It depends on which COL approach the CT takes
 If CT takes this approach, such approach requires us to know tort law & policies (state generally)
① Full Faith & Credit Clause (3 requirements: JX (exception: bootstrap), final, merits of he
Rendering CT’s judgment)
② Any exceptions? (no JX, final, merits/Penal Judgements/Extrinsic Fraud)
① Note federal statutory equivalent of Full Faith & Credit
② Any exceptions?
① Note the applicability of State law (UNLESS there is applicable Treaty)
② Note & apply the Comity Principle (JX, fair procedure according to US standards)
③ Note & apply the Uniform Foreign Money-Judgments Recognition Act
(Foreign 돈 관련 Judgment 는 Sister-state CTs 와 똑같이 취급)

01. INTRODUCTION
I. CONFLICT OF LAWS (which law applies? No judgment entered yet.)
: lawsuits w/ factual connections w/ multiple states or sovereign governmental entity (e.g., states, countries …)

II. SCOPE OF THE TOPIC

(1) Jurisdiction Over the Person/Property (perhaps outside of the state in which the court sits) already covered in Civ Pro
① Long-arm Statute (PJ over out-of-state D who has a sufficient connection with the state)
② Due Process Analysis (Adequacy of Contact + Fairness)
(2) COL
① Interstate / Int’l COL
 Horizontal COL: Whose law governs as between the two equal sovereigns?
② Federal & State Law
 Vertical COL: covered in Civ Pro & Con Law lectures (the Erie doctrine & the Supremacy Clause)
(3) Recognition of Foreign Judgments: Whether a Court will recognize/enforce Another CT’s judgments (other State/Fed/Foreign Court)

02. COL: INTRODUCTION & CONSTITUTIONAL LIMITS ON COL DECISIONS

I. INTRODUCTION TO COL
 If a case involves parties from OR activities in more than one state, Forum CT MUST decide which state’s law to apply
 G/R: Forum CT applies its own COL approach to determine which State Law to apply (assuming no applicable constitutional or statutory
restrictions) - ALMOST NEVER statutory BUT C/L & analytical approach
TIP= If the facts indicate that ‘Forum State lacks Contacts w/ parties or subject matter of the action, ISSUE is probably= PJ. NOT Constitutional limits on COL

II. CONSTITUTIONAL LIMITS ON COL DECISIONS

A. Constitutional Provisions: DP and FFC
- G/R: Chosen forum state MUST have a significant contact with the parties or SM of an action, having a legitimate interest in the outcome
of the litigation. Then, the state is NOT constitutionally bound by reason of DP and FFC.
① Due Process (No State shall “deprive any person of life/liberty/property w/o due process of law”)
 protects D from alien body of law
② Full Faith & Credit “shall be given in each State to the public acts, records AND judicial proceedings of every other State”
 applies NOT ONLY to judgments, BUT ALSO to Statutes & C/L of the Sister American States
 protects the sovereignty of the various states

03. COL THEORIES (ANALYTICAL APPROACHES)

(1) Traditional 1st Restatement Approach: “Vested Rights” & Territoriality“ (Minority)
(2) Government Interest Analysis
(3) 2nd Restatement Approach: “Most Significant Relationship” (Majority)
(4) Lex Fori Approach (Extreme Minority)
(5) Better Rule Approach (Extreme Minority)
(6) Federal District CTs
 HOW COL ISSUES ARISE IN PRACTICE
 When? Lawsuit touches multiple states. Laws of the States differ on an issue & the parties’ dispute which law should apply
 Issue? The issue is which state’s law will govern the outcome of this litigation.
 G/R: Forum State will apply its own COL doctrine to determine which law governs.
(e.g., If CA court, will use CA COL approach; If Fed CT, will use Federal COL approach)
 Exceptions: 1. Diversity cases in Fed CT (applies the COL approach of the STATE where it sits); 2. Transferred Diversity cases (applies the
COL approach of the Transferor Forum CT (where the claim was first filed, if venue was proper)
 Other Restrictions: 1. Constitutional (DP and FFC) (e.g., a State’s COL approach that chooses randomly=Invalid. Violates Constitution DP and FFC.)
2. Statutory: If the Forum State has a statute that directs a COL, then the Forum Court should apply that statute instead of the usual COL
approach. (e.g., Borrowing statutes, UCC COL provisions, Fed law preempting a State from taking JX over certain matters.)
 Different JXs use different approaches: (1st Rest.) Vested Rights; Gov’t Interest; (2nd Rest.) Most Significant Relationship; Lex Fori; Better
Rule…
 Application: Apply the Approach to the Facts.
 Conclude: 1. The governing law, and 2. The result.
ARRATY OF THEORIES
 Different States use different COL approaches (to decide which law to apply to the case).
 Modern approach= Within a case, different issues may apply laws from different States, creating the situation depecage.
 For MEE, apply the “general law” of conflicts.

I. TRADITIONAL 1ST RESTATEMENT APPROACH: “VESTED RIGHTS” & TERRITORIALITY“ (Minority)

(1) Concept {NOTE: CTs may manipulate the characterization to reach a desired COL result}
 Physical Territories (where something occurred) matter.  Apply the law of the place where the parties’ rights are vested, according to
the relevant substantive law.
 Vested rights approach is embodied in the 1st Restatement of Conflicts (which defines where “the last event” occurred)
(2) Answer ★
1. Issue statement: “The issue is which state’s law will govern the outcome of this litigation. The governing law will be selected by the
forum court using the vested rights approach”
2. Vested Rights: “Under this approach, the CT will apply the law of a State mandated by the applicable vesting rule. That rule is
selected according to the relevant substantive area of law.”
3. Categorize the substantive area of law. (ex. Torts, K)
4. State the applicable vesting rule.
5. Apply the Vesting Rule to determine the Governing Law
6. Apply the Governing Law to determine the Result. (e.g., may recover, or not)
e.g., After writing “vested rights” sentence … “This is a torts case. Therefore, the applicable vesting rule is the place of injury. Here, the injury occurred in
Michigan and thus Michigan law applies. Under Michigan law, a non-paying passenger cannot recover against the driver, and so the claim is barred.”
(3) Application
① Determine the applicable vesting rule by considering Substantive law
 Torts: law where the injury (wrong) occurred
 K: law where the K was made (last event that made it binding) OR was to be performed
 Procedure: law of the forum (Forum always applies its own procedural law)
Hypo. P and D are in a car accident in State X. P files a negligence action against D in State Y.
State X (where accident occurred) still adheres to the C/L doctrine of contributory negligence. State Y (Forum CT) applies comparative negligence. Which law applies?
 Tort action. The COL rule for substantive tort issues is the law of the place of the wrong/injury. Since the injury occurred in State X, we apply the law of State X, applying
contributory negligence rules.
Hypo. Same case. D serves interrogatories on P. State X law provide that a party has 20 days to answer interrogatories. State Y law provides 30 days to answer.
When are P’s responses to the interrogatories due?  Procedural Issue, applicable vesting rule provides that law of the forum applies= State Y law (30 days to answer).

II. GOVERNMENT INTEREST ANALYSIS: Some JX substantive law doesn’t matter much.
 Determines COL for each issue, NOT for the case as a whole
e.g., If GA law conflicts w/ AL law, we will decide on that particular issue on which there’s a conflict on whose law governs.
(1) Answer
1. Issue statement: “The issue is which state’s law will govern the outcome of this litigation. The governing law will be selected by the
forum court using the interest analysis approach”
2. Interest Analysis: “Under this approach, the CT will consider which States have a legitimate interest in the outcome of the litigation.
The Forum Court will apply its own law as long as it has a legitimate interest. If the Forum Court has no legitimate interest, it will
apply the law of another State with such interest.”
3. Discuss which States have legitimate interests.
e.g., If a mere accident only occurred in CA, CA has no legitimate interest in how the losses are distributed b/w two NY domiciliaries.
4. Characterize the type of conflict.
- False Conflict: Only one State has a legitimate interest; True Conflict: Two (or more) States have a legitimate interest.
5. Based on the type of conflict, choose the Governing Law.
- False Conflict: Apply the law of the interested State; True Conflict: If the forum is interested, apply forum law.
(True conflict - If Forum has no interest, it should dismiss the case if forum non conveniens is available, or apply interested State’s law)
6. Apply the Governing Law to determine the Result.
e.g., “In this case, only Illinois has a legitimate interest. It is interested in permitting recovery to compensate its injured resident (the plaintiff). Michigan is
not interested in applying its restriction against recovery simply b/c the accident occurred there. Rather, it would be interested in applying its restriction
only if the defendant were a Michigan resident. But the defendant in this case is from Illinois, so Michigan is not interested. This case is therefore a false
conflict, and Illinois Law should apply. Under Illinois law, the plaintiff may recover.”
(2) Identifying interests
① Identify the policies underlying the conflicting laws. (What are they trying to accomplish?) Bar Tip: Just guess
② Identify the State’s legitimate interests
 Determine whether the laws’ application in the case would serve the policies that underlie the law
 This inquiry includes a determination whether each state’s policy extends to the interstate circumstances of the case
e.g., P and D are both citizens of MI. With D driving, they take a short trip to Ontario. P and D got in an accident in Ontario, and P is injured. D’s insurance company is a MI
corp and sells insurance only in MI. Ontario (where the accident occurred) has a “guest statute” rendering drivers immune from liability to guests riding in their cars, and
MI does not: which state’s law should apply under government interest analysis?
1. Ask what is the policy of each state’s law?  MI law would govern here. This is different from vested rights, which would apply Ontario law
Ontario: to protect insurance companies from Collusive lawsuits OR to protect drivers.
  Chances may exist if the passenger/driver are in the car together and they aren’t paying, likely to be friends or family. If passenger is hurt, insurance
company will get together. A likelihood that they can get together and create a max. that the insurance company will have to pay.
 Ontario has NO real legitimate interest in having its policies applied to this case, b/c they have no legitimate interest in protecting MI insurance
companies that insured MI drivers. NO interest in protecting MI companies from a claim by MI citizen driver.
MI: Driver can be liable to passenger
 Compensation for injury to P and deterrence (when you hold someone liable, you are deterring conduct).
 MI has an interest in applying this law b/c they want MI P’s compensated.
2. Resolve true conflicts
- IF Forum State is interested, Forum State’s COL approach applies. (most favorable resolution)
- If Forum not interested, Balance other state’s interests; OR
- Others (re-examination, comparative impairment)
e.g., Jones is domiciled in NY. He travels to MA to have surgery performed by Dr. Miller in a MA hospital. As a result of complications during surgery, Jones dies. Jones’ wife,
the executrix of his estate, files a wrongful death action against Dr. Miller alleging that Jones’ death was the result of malpractice. MA statute limits recoveries in wrongful
death actions based on medical malpractice to $50K. NY has no such limit. Does the liability limit apply to the wrongful death action brought by Jones’ wife?
MA: Policy of protecting D, particularly doctors, keep med mal liability insurance premiums lower or reasonable.
 Yes Interest: b/c MA doctor bought the malpractice insurance in MA and that is who MA is trying to protect.
NY: Full compensation for the wrong and deterrence of the wrongful conduct.
 NY interest is that they want to make sure that the NY P is compensated for wrongful deaths b/c P is NY citizen.
True Conflict of the States’ Law: Given the conflict, the forum will apply its own law.

III. 2ND RESTATEMENT APPROACH: “MOST SIGNIFICANT RELATIONSHIP” (Majority) =Combined 1st Rest + Interest Analysis
(a) Concept: apply the law of the state which has the most significant relationship to T/O and the parties.
Determine COL for each issue.
(b) Answer
1. Issue statement: The issue is which state’s law will govern the outcome of this litigation. The governing law will be selected by the
forum court using the most significant relationship approach.
2. Interest Analysis: Under this approach, the CT will apply the law of the State which is most significantly related to the outcome of
the litigation. To determine this, the CT will consider connecting facts and policy principles.
3. Discuss connecting facts. (what happened where) 비슷하면, “~~ are split” IF so divided, consider policy.
4. Discuss policy principles. (As a matter of policy, ~ has greater interest b/c ~.) 조금 기울면, “slightly favor”쓰면 됨
5. Based on Most Significant Relationship, Choose the Governing Law.
6. Apply the Governing Law to determine the Result.
e.g., “In this case, the factual connections are split. The accident occurred in Michigan, and the injury was sustained there. But both P and D are from
Illinois. As a matter of policy, Illinois seems to have the greater interest b/c the law at issue is a loss distribution rule and both parties share an Illinois
domicile. As a result, Illinois appears to have the most significant relationship to the dispute and its law should apply. Under Illinois law, the plaintiff may
recover.”
(c) Application: determine the state w/ the most significant relationship by applying the following connecting facts & policy principles
(1) Connecting Facts: identify which states’ policies to consider
 Torts: places of injury, place of conduct (that caused the injury); place of parties’ home (Individual= domicile; Corp: incorp &
PPoB); place where the parties’ relationship is centered, if any.
+ Policy Principles and below (=Forum State and other State’s Relevant policies/interests)
- Exception (only for Interest Analysis and 2nd Rest.): (1) If 1. the rule at issue is a loss distribution rule AND 2. parties
share a common domicile, apply the law of the Common Domicile b/c that State has greater interest in distributing
the losses between its own citizens. *Loss of Distribution Rule: 1. a damage cap (loss limitations), 2.
vicarious liability rules, 3. elimination of liability (immunity rules) e.g., guest statutes; intra-family tort immunity
(2) If Q about Speed limits (a conduct regulating rule), CT will always apply the speed limit law from the place of
injury, regardless of whichever COL approach is used.
 K: places of contracting, negotiation, and performance; place where Parties are at home;
+ Policy Principles , , below
(2) Controlling Principles (Policy Principles)
① Needs of the interstate ( judicial) systems; (this principle is not so important)
② Relevant policies of the Forum States, (Torts, K)
★Interest Analysis ③ Relevant policies of Other Interested States & their relative interests in determining the particular issue; (Torts, K)
④ Protection of the parties’ reasonable expectations; (K) (law that makes the Contract enforceable)
⑤ Basic policies underlying the substantive law; (rarely applied)
⑥ Certainty, predictability & uniformity of result; AND
⑦ Ease of determining & applying the law chosen (rarely applied)
(3) Default Rules
 2nd Restatement identifies the State that usually has the “most significant relationship” in specific kinds of cases
 Usually the same as the 1st Restatement rules

IV. LEX FORI APPROACH (Extreme Minority): Just apply law of the forum

V. BETTER RULE APPROACH (Extreme Minority) (very forum-biased approach)

 CT selects & applies the substantive law that it deems the best law (forum-oriented & biased)
 In making that determination, CT evaluates the following FIVE “choice-influencing considerations” PMSAA
① Predictability of results
② Maintenance interstate & int’l order
③ Simplification of the judicial task
④ Advancement of the forum’s governmental interests
⑤ Application of the better rule of law

VI. Federal District Courts

 Except for SM w/ federal exclusivity (antitrust, bankruptcy …), State CTs are permitted to enforce Federal law concurrently w/ federal CTs.
 Under Erie, Federal CTs must apply the Substantive law of the State in which it sits. (includes State’s Conflict of Laws Rules, too)
 WATCH FOR a “converse Erie problem”! State Court is asked to enforce a federal substantive right, but application of State Procedural Rule
would result in denial of that Federal Right. Here, State might be required to use Federal Rule to give effect to Federal Policy.

04. COL DOCTRINE FOR SPECIFIC AREAS OF SUBSTANTIVE LAW For Interest Analysis, ANALYZE, regardless of type
I. TORTS
Application
 a. Existence and Elements of a c/a: Strict Liability
e.g., NC company manufactures a product that is shipped to MI where it is purchased and used by a MI consumer. The product injures the MI consumer.
The MI consumer sues the NC manufacturer in a MI court. Assume that MI recognizes a doctrine of strict products liability, while NC requires product
liability P to prove negligence. Which state’s law should the MI court apply?
(1) First Restatement
 Substantive tort matter, apply the law of the place of the injury.  MI law.
(2) Government Interest/Second Restatement
(1) We are looking for the state w/ the most significant relationship to the parties and events in the action. The most important factors are the
parties and policies of the relevant states.
① NC: Policy may be to protect manufacturers; to keep insurance rates low or reasonable; to encourage business.
 NC has an interest in this case b/c they are trying to protect the NC manufacturer.
② MI: The primary policy is to give full compensation for injuries from defective products to injured customers.
 MI has an interest in application of their policy in this case b/c the MI citizen was injured in MI.
(2) True Conflict: Pure government interest analysis, the MI court would apply its own law.
nd
(3) Applying 2 Restatement: Go to the Default Rule – UNLESS some other state has a more significant relationship,
use the COL of the state with the most significant relationship, same as the vested relationship, MI law.
b. When none of relevant states has an interest
e.g., A MI driver caused an auto accident in WI, killing an MN resident. The estate of the MN resident filed a wrongful death action in a MI court against
the MI driver. Assume WI law limits recovery in wrongful death to $25K and that MI law does not limit recovery in such actions. Which law should the
court apply on that issue? [Olmstead v. Anderson, 428 Mich. 1 (1987)]
(1) First Restatement/Vested Rights
 This is a matter of substantive tort law: Apply the law of the place of the injury, WI (limit).
(2) Second Restatement
① WI: Policy is presumably to protect D.
 WI has limited or no interest in protecting D in this case, b/c D is a MI citizen.
② MI: Policy is for full compensation to P and deterrence to D.
 MN P would be compensated. MI doesn’t have an interest in full compensation to a MN P
③ None of the relevant states has a particular interest.
 Using the second restatement, you use the default rule:
 If no other state has a more significant relationship, apply the law of the state under first restatement, WI.
(3) If pure gov’t interest  in general, forum state
c. Dram Shop Acts
e.g., MI tavern serves alcohol to a patron who is visibly intoxicated. The patron drives to OH where he injures P, a citizen of OH, in a car accident. P files
an action in MI against the MI tavern, seeking damages for her injuries. Assuming MI has a dram shop act which holds taverns liable for injuries by their
patrons under these circumstances and OH does not, which state’s law should the MI court apply?
(1) First Restatement
 Matter of substantive tort law, apply the law of the place of the injury, OH (no liability for the tavern).
(2) Gov’t Interest & Second Restatement
① OH: Policy to protect tavern owners; to put responsibility on the drunk driver.
 If the policy is to protect tavern owners, OH has no interest b/c we have a MI tavern.
 If it is to make sure that full responsibility is put on drivers in hopes of deterrence, then they may have some interest.
② MI: Policy to compensate damages by drunk drivers to victims; deter tavern owners from serving alcohol to intoxicated persons.
 W/ respect to compensation interest, MI doesn’t have much of an interest to compensate OH victims.
 Does have an interest in deterring potentially harmful conduct to a MI tavern, even though the actual injury occurred in OH.
③ MI has more of a higher interest and probably MI would govern in light of superior interest.
 If troubled by that, you always have the fall back of the default assuming that both states’ interest level is the same.
 B/c the analysis of policies and interests is somewhat ambivalent; you can always default to the place of the injury.
d. Vicarious Liability
e.g., P is employed by an AL railroad company. Fellow employee negligently coupled 2 rail cars in AL. Faulty coupling then injured P in the course of his
employment as the train traveled through MS. P sues his employer to recover for his injuries. AL law holds employer liable for injuries suffered by
employees in the course of their employment. MS law holds that employers are not liable to employees for injuries suffered caused by fellow employees.
Which law governs?
 Vested Rights Approach (MS)
 Substantive tort matter, applied the place of the injury. MS law applies, no recovery.
 Second Restatement  loss distribution + common domicile = AL
 Interest analysis approach
- AL: Policy to ensure compensation for victim and possibly deterrent effect, if hold ER liable, they may train/supervise better.
: Yes Interest b/c it is an AL EE that was injured; to the extent we are regulating the ER, we have an AL ER.
- MS: Policy to protect ER from being liable for the acts of their EES over which they don’t have full control.
: Not really an interest, b/c the ONLY thing that happened there was an injury and the conduct occurred in MS
- False Conflict: Almost certainly apply AL law, b/c AL has a greater interest in applying their policy, even though MS was the place of the injury.

II. CONTRACTS
A. Choice of Law (COL) Provision in the K
1. Issues the parties could have resolved by explicit contractual provision (e.g. gap-fillers, terms that deal w/ construction, interpretation, nature &
quality of performance, other matters that generally can be controlled by the parties)  COL provision is always enforceable.
2. Issues the parties could NOT have resolved by explicit contractual provision (e.g. issues of validity/capacity/other matters beyond the parties’
freedom to K)  COL provision is still enforceable, UNLESS either –
1. The chosen state has NO relationship to the parties/transaction; OR
2. The chosen law is contrary to fundamental policy of the forum state (OR a state that has a greater interest in the issue)
e.g., Seller (AL business) enters a K to design and install computer software in Buyer’s stores throughout the Southeast. The K provides that all issues arising under the K shall
be governed by the law of GA, the state where B’s HQ is located. A breach of warranty dispute arises concerning installation in one of B’s stores in AL. Does GA or AL law
govern the warranty issues?  GA. Most warranty issues are resolved where the parties could have resolved in detail what the warranty covers, etc. by putting it in the K and
freedom of K to articulate the scope. Parties can accomplish the same thing by adopting the gap fillers of another state, GA. COL clause is ALWAYS enforceable on these
issues instead of writing it out in the K.
e.g., Same case as above, except that the K provides that all issues shall be governed by CA law, a state that has NO relation to the parties or transaction.  CA law is
enforceable b/c we are still dealing with an issue on which the parties have full freedom on which to K.
e.g., P (NV citizen) and D enter a K relating to a gambling enterprise in AL. NV law deems such Ks as valid and enforceable, but AL law deems them void as against public
policy. The K provides that it is governed by NV law. P sues D in AL on a claim arising from the K. What law applies?  Validity of the gambling K is not a provision which can
be contracted around via freedom of K. COL clauses on this issue are enforceable ONLY if the chosen state has a relationship to the transaction and the chosen law does not
fundamentally violate the public policy of AL. NV law meets the first requirement, but the clause will be unenforceable if the court decides that the NV law is
fundamentally at odds with AL public policy.

B. Choice of K Law (w/o a Valid COL Clause)

(1) Traditional 1st Restatement Rules (vested rights)
a. K’s formation/validity Issues: apply the law of the place where the K was made (executed)
 = where the last event occurred that made K binding. (i.e. where acceptance was made/uttered)
- Examples of Formation Issues: 1. Capacity to enter into a Contract, 2. Contractual Formalities, 3. Sufficiency of Consideration.
- Examples of Performance issues: 1. Time, Place, and Manner of performance, 2. Excuses for non-performance
e.g., P and D enter a K in GA by which P sold a painting in AL. GA does not require such K to be in writing while AL does. Which state’s law
determines whether a valid K of sale exists?  Issue of substantive K law and the validity of the K.  GA, the state where K was made.
b. Performance Issues: apply the law of the place of performance
e.g., P and D enter a K in GA by which D is to perform certain services in NC. P sues D alleging that D failed to perform to the standards
specified in the K.  a substantive K issue relating to performance, NC.
c. Ks creating or transferring an interest in land (e.g., title): apply the law of the state where the land is located (law of the situs)
Real estate broker listing agreements= NOT K transferring an interest in land.
(2) 2nd Restatement Test (Most Significant Relationship) (& Government Interest Analysis)
: Identify the State w/ the “most significant relationship” to the issue by considering connecting facts and policy principles .
 Connecting facts:
- Place of contracting (where K was formed)
- Place of negotiation (leading up to the K)
- Place of Performance (ex. personalty K: place of delivery; life insurance K: insured’s domicile)
- Place where the Parties are at home.
- Location of SM
 Policy Principles:
- Relevant policies of the Forum State
- Relevant policies of the Other connected (interested) States
- Reasonable expectations of the Parties (the law that makes the Contract enforceable)
 If the answer even slightly favors one, apply that one.
 If the answer is ambiguous, default to the place (state) where K was entered/performed.

III. REAL PROPERTY aka Immovable Property Law of the situs (whether inter vivos/death)
(1) 1st Restatement: ALWAYS apply the law of the place where the property is located (law of the situs)
(2) 2nd Restatement & Government Interest Analysis: Mostly, law of the situs (critical interest) despite figuring out the State w/ the “most significant
relationship” to the issue by considering connecting facts and policy principles.
 In doing the analysis, we’ll almost always end up w/ the State where the property is located b/c the forum state is most likely to have
the greater interest. (Also have the justification and certainty requirements)
e.g., T lived in Arizona. She signed a will conveying her farm in Illinois, to a church (also in Illinois). Later, she destroyed the will in a manner that would be considered valid in
Arizona but not in Illinois. Will the farm go to the church?  Yes. This involves Real Property conveyed by a Will. Law of the Situs governs Real Property. Farm is located in
Illinois, and according to Illinois law, T’s destroying the will was not valid. So, Farm will go to the church.

IV. Inter Vivos CONVEYANCE OF PERSONAL PROPERTY aka Movable Property Personal Property 는 inter vivos/death 에 따라 다름
(1) Tangible Property (All movable property 로 보자, 아래 shaded intangible 부분 하기 싫으면)
① 1st Restatement: apply the law of the place where the property is located at the time of the transaction (the law of the situs).
② 2nd Restatement & Government Interest Analysis: Mostly, law of the situs (critical interest) despite figuring out the State w/ the “most
significant relationship” to the issue by considering connecting facts and policy principles.
(2) Intangible Property (NOT so much tested)
① 1st Restatement: apply the law where the transfer of property occurred (Most CTs: Debtor’s domicile)
② 2nd Restatement & Government Interest Analysis: identify State w/ the most significant relationship to the particular property or
transaction by considering policy and interest of each state.
(3) Administration of Trusts: law of the place where the Trust is administered.

V. DECEDENT’S ESTATES (ex. validity of Will, getting property under Will/intestacy, Marital rights in land, etc.)
(1) Validity – the law of the decedent’s domicile.
(2) Real Property
① 1st Restatement: apply the law of the place where land is situated (law of the situs), whether by will OR by intestacy
② 2nd Restatement & Government Interest Analysis: default: law of the situs; consider applicable interests & policies
TIP= If a Will directs an Executor to sell Real Property, Doctrine of Equitable Conversion will apply.
(3) Personal Property (NOT so much tested)
① 1st Restatement: apply the law of the decedent’s domicile, at the date of death, whether she dies intestate OR w/ a will
② 2nd Restatement & Government Interest Analysis: (default: law of decedent’s domicile); consider applicable interests & policies
e.g., Same facts, except the property at issue was a car (located in Illinois)  This involves Personal Property conveyed by a Will. The law of the Decedent’s domicile at the time
of his death governs this issue. T lived in Arizona. Assuming T died in Arizona, according to Arizona law, T’s destroying the will was valid. So, the Car will not go to the church.
e.g., M, a MI domicile, dies in an accident in NY. At the time of her death, M owned (i) $100K deposited in a Maryland bank; (ii) a car loaned in NY; and (iii) land in Texas.
Which state’s law governs the disposition of M’s property by will or by intestate succession?
 1st : Money and the car will be passed pursuant to MI law (M’s domicile at the time of death). Land would pass pursuant to TX law b/c where the land is located.
 2nd : The Second Restatement. But, you will end up in the same place.

VI. CORPORATIONS
(1) Existence of Corporation & Internal Affairs (Internal Affairs Doctrine)
① 1st Restatement: apply the law of the state of incorporation to issues relating to the corporation’s creation/dissolution/internal affairs;
the liability of its officers/directors to SHHs
② 2nd Restatement & Government Interest Analysis: Relevant policies of the interested state.
 Almost always the state of incorporation b/c the entity exists there, and that state created the corp.
 Default Rule: State of Incorporation
e.g., A, Inc. which manufactures jet airliners was incorporated in DE. Its primary production facilities are in WA and its HQs are in IL. SHHs in WA and IL file an action ag A and
its directors claiming that their right to vote on the selection of corporate directors had been abridged. What law governs?
 1st Rest.: This is a matter of internal affairs of corporate law, a substantive matter.  Apply the law of the state of incorporation, DE
 2nd Rest.: Must know DE, IL and WA law to fully do the analysis. (factual connections and policy/interest analysis)
- State of Incorporation would undoubtedly have a greater interest than other States
- Consider other factors such as certainty and predictability in performance of shareholders, directors; parties’ reasonable expectations;
 DE would serve these factors and most likely would be the applicable law.
(2) External Relationships: Corporation’s relationship w/ 3rd parties are governed by general COL rules
e.g., A truck driven by an EE of A, Inc struck P in Seattle. P filed an action against A under the doctrine of respondeat superior, seeking damages for the truck
driver’s negligence. What law governs P’s claim? Vicarious liability?
 1st : This is substantive tort law (external affairs of the corporation), not the internal affairs of the corporation, apply the law of the place of the injury.
  2nd : Look to the policies and interests. If the facts say nothing about policies and interests, default rule would be the place of the injury.

VII. Worker’s Compensation

- G/R: Forum Court will apply its own Forum State’s worker’s compensation statute.
- Factors: whether 1. Employment K was entered into in the State; 2. Injury occurred in the State; 3. Employee resides in the State; OR 4. The
employment relationship was performed in the State.

VIII. FAMILY LAW

(1) Marriage
 G/R: If a marriage is valid where performed, it will be recognized as valid everywhere. SOL= Marriage of Celebration
unless it violates strong public policy of the state which has the most significant relationship with spouses and marriage.
 Exception: When the couple temporarily relocate from their domiciliaries to another state to perform a marriage that violates a
prohibitory rule in their home-state, the state of domicile will not recognize the marriage. (Prohibitory Rule must be Constitutional.)
e.g., M and W live in Vermont. One weekend, they traveled to Massachusetts to get married b/c Vermont prohibits second-cousin marriage. Then, they return to Vermont. 
Vermont will NOT recognize their marriage.
 A prohibitory rule is a rule that expresses a strong public policy regarding marriage (ex. rules against incest, polygamy, etc.)
(Different from directory rules with administrative nature. ex. requiring marriage license, parental consent, etc.)
(2) Divorce: The Forum CT will apply its own divorce laws.
(rationale= to acquire JX, at least one spouse must be domiciled in that JX for minimum period.  State has an interest in applying its own law over its citizens.)
(3) Adoption: The Forum CT will apply its own adoption laws.
(4) Legitimacy
 G/R 1: Legitimacy of a child is governed by the law of the mother’s domicile at the time of the child’s birth.
 G/R 2: Subsequent acts of legitimation after birth are governed by the law of the father’s domicile. (changing into a “Marital” child)

IX. OTHER AREAS: PARTNERSHIP, AGENCY (See Barbri outline at p22-24)

X. DOMICILE Domicile generally governs particular issues (e.g., marriage; will (Decedent’s domicile at death))
- Three Types of Domicile
(1) Domicile of Choice: If 1. physical presence and 2. intent to remain indefinitely, an individual acquires a domicile.
 Motive does NOT matter. e.g., moving to avoid paying child support; to gain advantage in litigation. Just consider only intent.
 Very short presence is sufficient if combined w/ clear intent.
 You keep your former domicile, until the new domicile (2 elements) is perfected.
 If more than one domicile, use the “principal home.”
e.g., M (domiciliary of MI) packs up his goods, sells his house, and proceeds to move to FL for the rest of his life. He is killed in GA while en route.  M’s domicile is still MI
b/c a person can have ONLY one domicile. FL NOT domicile b/c no physical presence. Since he hasn’t yet created a FL domicile, he is still considered to have domicile in MI.
e.g., Randy was born in Los Angeles and lived there for 25 years. A few months ago he moved to Chicago, where he rented an apartment and opened a bank account. The
reason that he moved was to avoid child support and to evade criminal charges that he thought might be filed against him.  Chicago. Intent matters, NOT motive.
(2) Domicile by Operation of law: An individual who lacks domicile capacity is assigned one by law.
 1. Children
- Newborns/children are assigned the domicile of their parents.
- In case of divorce, children are assigned the domicile of their custodial parents.
 2. Mental incompetents
- One who is mentally incompetent is assigned the domicile of his/her parents.
- If one becomes incompetent after acquiring a domicile by choice, he retains the chosen domicile.
(3) Domicile of Corporations: State of Incorporation

XI. DEFENSES TO COL

(1) ★ Public Policy: Forum CT will not apply another State’s law that is against its own “fundamental” public policy.
(Applies to both 1st and 2nd Restatements, but most applicable to the First Restatement)
TIP= This rule does NOT apply to Recognition of Judgments (through treaties …)
TIP= Interest analysis does not incorporate defense. Rather, Forum Court affirmatively considers its own public policy in deciding whether its own law should be applied.
(2) Procedural Rules: Regardless of the outcome of the COL analysis, the Forum Court will always apply its OWN procedural rules.
 Procedural matters: Burden of proof; rebuttable presumptions; Direct Action Statutes (standing); Ability to bring counterclaims;
Privileges
 NOT Procedural matters: SOF, parol evidence; irrebuttable presumptions; Damages; Contribution among joint tortfeasors
TIP= Erie involves Fed vs. State; This involves State v. State
(3) SOL (can be both substantive and procedural. Distinguish)
 G/R: SOLs have historically been viewed as procedural.
 Exception 1: Borrowing statutes direct a Court to look at limitation period of both the forum and the foreign state (in cases where
foreign law governs under a formal COL analysis), and then to apply the shorter one.  Apply when forum state has borrowing statute.
e.g., P sues D in Illinois, based on a car accident in Montana. Montana has a 1-yr SOL. Illinois has a 2-yr SOL, and a borrowing statute. If P sues 18 months after the accident,
what result?  P’s claim is barred b/c the Forum CT has a Borrowing Statute, and the shorter one is Montana’s, 1-yr period.
 Exception 2: When COL selected by analysis creates a substantive right including SOL, apply the entire statute including SOL.
e.g., P sues D in Illinois for a wrongful death action, based on a car accident in Montana. Illinois CT conducts a COL analysis and decides to apply Montana law, Montana’s
wrongful death statute, which includes a 1-yr SOL. Illinois has a 2-yr SOL. P sues 18 months after the accident.  Montana’s Substantive AND procedural (SOL) apply b/c
Montana’s statute creates a substantive right to recover for wrongful death action, and simultaneously creates a 1-yr SOL on the right to recover.
(4) Penal & Tax Laws (Another state’s penal laws, tax laws)
① 1st Restatement: NO enforcement of another state’s penal laws & tax laws
② 2nd Restatement: theoretically allowed, BUT most states refuse to apply these laws of another state.
(5) Renvoi (Most JX= reject Renvoi; A  B, B  A or C)
 When selected COL considers the forum state or another state, should apply (1) the state’s “whole law” (COL doctrines +
substantive law) OR (2) the state’s “internal law” (substantive law w/o regard for COL doctrine)?
 American CTs generally look to the internal law of the other states, BUT may apply the whole law of the other State to validity of
marriages, status of parents’ kinship (친족) w/ child; and disposition of land interest.
 Federal Tort Claims Act: A Forum will first refer to the place of the act/omission. Then, apply the conflicts rule of that place, which will
ordinarily refer it to the place of the injury.

05. RECOGNITION OF FOREIGN JUDGMENTS

① Judgments On The Courts Of Sister States (Sister States= US State)
 ② Federal District Cts & State Cts
③ Judgments Of Foreign Countries
- When a party seeks recognition to enforce a second CT’s judgment.
Common Fact Pattern: 1. P seeking recognition to enforce another CT’s judgment.
e.g., P won a default judgment against D for $75,000 in Ohio. D doesn't’ live in Ohio. D lives in CA and has no assets in Ohio. P may seek to enforce Ohio judgment
recognized and enforced by CA court so that P can reach D’s assets.
2. D seeking recognition to prevent P from relitigating a claim/issue. (res judicata (claim)/collateral estoppel (issue))
e.g., In Ohio CT, D wins the case against P. P takes the same complaint against D in a CA court. D may seek to have Ohio judgment recognized by CA court so that D can bar
P from relitigating the same claim.

I. JUDGMENTS ON THE COURTS OF SISTER STATES: must recognize Sister State’s judgment IF (1) Full Faith & Credit (FFC) Requirements are satisfied;
AND (2) no valid defenses are available. (even if against its public policy, or there’s a mistake)
 FFC requires that all decisions/public records/rulings from one state be honored in all the other U.S. states. (Constitution Art. 4)
 Purpose: to promote, encourage interstate harmony (comity).
 3 Requirements: Recognizing CT will evaluate these 3 requirements using the Rendering State’s Law. If not met, not entitled to FFC
① Rendering CT must have had JX over the parties and SM. (PJ and SMJ)
- Exception: Bootstrap doctrine: when the issue has been fully and fairly litigated, JX determination is itself entitled to FFC, even
if erroneous.
= If D already had a chance to argue NO JX in the Rendering CT, (1) they found JX (D lost); OR (2) D waived it, AND CT entered
a final judgment.  D cannot later argue that there’s NO JX. Recognizing CT will recognize the judgment.
- If default judgment was b/c D was not present, D can later challenge JX. ( D had no chance)
② Rendering CT’s Judgment must have been on the merits.
- Not on the merits (CAN sue again in other CTs): Dismissals based on SOL, Lack of JX, misjoinder, improper venue, **failure to state
a claim (depends… if P can amend to allege a c/a)**, etc.
- On the merits: substantive issues; failure to state a claim(*if demurrer is sustained and P cannot amend to allege a c/a)
- Default/Consent Judgments entered into after Settlement are on the merits. (b/c considers factual contentions as admitted)
③ Rendering CT’s Judgment must be a final judgment.
- NOT final= Judgment on appeal in the Rendering JX; the word “modifiable”= NOT FINAL.
e.g., CA Judgment entering a divorce decree w/ $1,000 in modifiable alimony payments. In another CT, CA Judgment is final only as to past
payments due (can be enforced). But NOT final as to future payments.
 Exceptions (any Valid Defenses?) (NOT recognized in other States)
① Did not satisfy Requirements of FFC:
① Lack of JX: PJ or/and SMJ
② Judgment was NOT on the merits: e.g., If the case has NOT been litigated & decided
③ Lack of finality e.g., Equitable decrees (e.g., injunction, discretion to modify it afterwards) are NEVER final
② Penal Judgments: Penal Judgment is NOT entitled to FFC.
- Penal Judgment punishes an offense against the public. (= when P is the State)
* Punitive Damages 라고 무조건 Penal Judgment 는 아님. Look at the parties. e.g., Roger sues Jesse and wins punitive damages.
Roger seeks recognition in another ST CT= Enforced. Private parties. Not Penal.
③ Extrinsic Fraud: A judgment obtained by extrinsic fraud is NOT entitled to FFC.
- Extrinsic Fraud: fraud that could not be corrected during the regular course of proceedings leading to the judgment.
e.g., Judge was subject to bribes. Parties could not have done anything about that during that proceeding.
 Attractive, but INVALID Defenses (Still entitled to FFC; recognized in other States)
① Public Policy (when Recognizing CT’s State’s public policy goes against the Rendering CT’s judgment.)
② Mistake (when Rendering CT makes a mistake in its judgment. e.g., applying the wrong law; did not correctly apply the law )
- Rationale: Mistake should have been challenged through an appeal in the Rendering State.
e.g., P sues D for not paying on a gambling contract. CA court decides to apply KY law, and enters a judgment for P, even though KY considers gambling contracts
unenforceable. P seeks recognition of CA judgment in KY court, D’s home state  KY MUST RECOGNIZE, even though it’s an incorrect application of its law (mistake).
e.g., P sued D in NV for payment of a gambling debt and obtained a final judgment. P now seeks to enforce the judgment in AL. Assume that AL law refuses enforcement of
gambling debts b/c gambling is against public policy.  AL MUST enforce the NV judgment. No defense shows.
e.g., Same as above. A appeared in TX court and contested the court’s jurisdiction over him. TX court ruled that it did have jurisdiction. A then did not further appear, and
the court entered a default judgment. What result when T seeks enforcement in an AL court?  ENFORCED. TX judgment gets FFC. Although TX decision was erroneous, the
remedy was to appeal and if necessary, to the US Supreme Court.
e.g., Same as above. Accident occurred in TX. T obtained a default judgment in TX w/o A appearing. What result when T seeks enforcement in AL court?  A may attack the
TX judgment based on PJ b/c he has not yet done so. AL court would have to conclude that TX did have JX over A. Once it concludes that TX court did have JX, the judgment
was final and on the merits, A is now out of luck and the TX judgment gets full faith and credit.

II. FEDERAL DISTRICT CTS & STATE CTS (same analysis as above)
 FFC Clause became applicable to Federal Courts by statute.
 Requires Recognition of Judgments b/w Fed & State CTs and also b/w Fed & Fed CTs.

III. JUDGMENTS OF FOREIGN COUNTRIES: Applies Comity Principle or Treaty (NOT Constitution/FFC is mandatory)
(1) Applicable treaty; if no treaty, state laws govern.
(2) Comity: Most States will enforce foreign judgments like sister American states, IF the foreign country has: (Discretionary)
① Jurisdiction (US CTs assess Foreign JX according to US DP principle)
- Not like Sister State, if foreign CT ruled incorrectly against American citizen’s JX, NOT Recognized)
② Fair and impartial procedures used ex. American citizen was not permitted to challenge admissibility of E, or bring any Ws, etc.
③ (minority) Some states require reciprocity (“if you recognize our judgments, then we will also recognize yours”)
(3) Uniform Foreign Money-Judgments Recognition Act (adopted by most states)
 This Act treats foreign country’s money judgments (granting/denying recovery of a sum of money) much like Sister State judgments
 BUT it does NOT apply to judgments for taxes, penal judgments, AND alimony/child support