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§12A-5-116.
§12A-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 or otherwise
authenticated by the affected parties in the manner provided in
Section 5-104 of this title 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 this subsection.
(c) 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 of
this title.
(d) If there is conflict between this article and Article 3, 4, 4A, or
9 of this title, this article governs.
(e) 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.
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