§ 5—116. Choice of law and forum
(a) The liability of an issuer, nominated person, or adviser for action or omission is
governed by the law of the jurisdiction chosen by an agreement in the form of a record
signed by the affected parties or by a provision in the person’s letter of credit,
confirmation, or other undertaking. The jurisdiction whose law is chosen need not
bear any relation to the transaction.
(b) Unless subsection (a) of this section applies, the liability of an issuer, nominated
person, or adviser for action or omission is governed by the law of the jurisdiction
in which the person is located. The person is considered to be located at the address
indicated in the person’s undertaking. If more than one address is indicated, the
person is considered to be located at the address from which the person’s undertaking
was issued.
(c) For the purpose of jurisdiction, choice of law, and recognition of interbranch letters
of credit, but not enforcement of a judgment, all branches of a bank are considered
separate juridical entities and a bank is considered to be located at the place where
its relevant branch is considered to be located under subsection (d) of this section.
(d) A branch of a bank is considered to be located at the address indicated in the branch’s
undertaking. If more than one address is indicated, the branch is considered to be
located at the address from which the undertaking was issued.
(e) Except as otherwise provided in this subsection, the liability of an issuer, nominated
person, or adviser is governed by any rules of custom or practice, such as the Uniform
Customs and Practice for Documentary Credits, to which the letter of credit, confirmation,
or other undertaking is expressly made subject. If (i) this article would govern the
liability of an issuer, nominated person, or adviser under subsection (a) or (b) of
this section, (ii) the relevant undertaking incorporates rules of custom or practice,
and (iii) there is conflict between this article and those rules as applied to that
undertaking, those rules govern except to the extent of any conflict with the nonvariable
provisions specified in subsection 5—103(c) of this title.
(f) If there is conflict between this article and Article 3, 4, 4A, or 9 of this title,
this article governs.
(g) The forum for settling disputes arising out of an undertaking within this article
may be chosen in the manner and with the binding effect that governing law may be
chosen in accordance with subsection (a) of this section. (Added 1997, No. 65 (Adj. Sess.), § 1, eff. Jan. 1, 1999; amended 2025, No. 17, § 6, eff. July 1, 2025.)