Territorial Applicability — Parties' Power to Choose Applicable Law

  1. Law
  2. Tennessee Code
  3. Commercial Instruments and Transactions
  4. Uniform Commercial Code — General Provisions
  5. Territorial Applicability and General Rules
  6. Territorial Applicability — Parties' Power to Choose Applicable Law

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  1. Except as otherwise provided in this section, when a transaction bears a reasonable relation to this state and also to another state or nation the parties may agree that the law either of this state or of such other state or nation shall govern their rights and duties.
  2. In the absence of an agreement effective under subsection (a), and except as provided in subsection (c), chapters 1-9 of this title apply to transactions bearing an appropriate relation to this state.
  3. If one (1) of the following provisions of chapters 1-9 of this title specifies the applicable law, that provision governs and a contrary agreement is effective only to the extent permitted by the law so specified:
    1. Section 47-2-402;
    2. Sections 47-2A-105 and 47-2A-106;
    3. Section 47-4-102;
    4. Section 47-4A-507;
    5. Section 47-5-116;
    6. Section 47-8-110; or
    7. Sections 47-9-301 — 47-9-307.


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