N.Y. Uniform Commercial Code Law § 1-301: Territorial Applicability; Parties' Power to Choose Applicable Law

Section 1--301. Territorial Applicability; Parties' Power to Choose

Applicable Law.

(a) 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 so long

as none of the parties to the transaction is a consumer and a resident

of New York. Where a consumer is a resident of the state of New York,

New York state law shall apply.

(b) In the absence of an agreement effective under subsection (a), and

except as provided in subsection (c), this act applies to transactions

bearing an appropriate relation to this state.

(c) If one of the following provisions of this act 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 2--402;

(2) Sections 2-A--105 and 2-A--106;

(3) Section 4--102;

(4) Section 4-A--507;

(5) Section 5--116;

(6) Section 8--110;

(7) Sections 9--301 through 9--307; and

(8) Section 12--107.