N.Y. Uniform Commercial Code Law § 5-116: Choice of law and forum

Section 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. 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 (c).

(c) 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.

(d) 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 (1) this article would

govern the liability of an issuer, nominated person, or adviser under

subsection (a) or (b) of this section, (2) the relevant undertaking

incorporates rules of custom or practice, and (3) 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 (c) of section 5--103.

(e) If there is conflict between this article and article 3, 4, 4-A or

9, this article governs.

(f) 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.