Rules of Convention apply to contractual obligations in any situation involving a choice between the laws of different countries, except for issues listed in Art 1.2
Capacity, Family law issues, Negotiable instruments, Arbitration agreements, Corporate law (creation, internal org, corporate/legal capacity, liquidation, personal liability of officers/shareholders), Agent/principal, Trusts, Evidence and procedure
if severable part of contract has closer connection to another country, may use that country
Presumption that the contract is most closely connected with the country where the party who is to effect the performance which is characteristic of the contract has … his habitual residence … or its central administration.”
or country in which the principle place of business is situated
or where under the terms of the k the performance is to be effected through another place of business, the country in which that other place of business is situated.
Article 4.2 is seller friendly presumption
If subject matter of k is a right in immovable property or a right to use immovable property, then most-closely-connected-presumption is where immovable property is located
See Art. 4.4 for contracts for the carriage of goods page. 146
If characteristic performance cannot be determined, disregard Art. 4.2
If it appears from the circumstances as a whole that the k is more closely connected with another country, disregard presumptions
Mandatory Rules
Art 7 says effect may be given to the mandatory rules of the law of another country with which the situation has a close connection
Nothing shall restrict application of mandatory rules of the forum
