Hambrecht & Quist Venture Partners v. American Medical Internat., Inc

In Hambrecht & Quist Venture Partners v. American Medical Internat., Inc. (1995) 38 Cal.App.4th 1532, a contractual choice-of-law clause stated that the provisions of the contract "shall be governed by and construed in accordance with the laws of the State of Delaware." ( Id. at p. 1538.) The reviewing court concluded that, in light of the broad meaning of the term "law" and its interpretation by the courts and the Restatement to include the statute of limitations, the agreement incorporated Delaware's statute of limitations. ( Id. at p. 1542.) So holding, the court rejected plaintiff's invitation to read the choice-of-law provision as incorporating only the substantive law of Delaware and excluding the state's procedural law. "Although statutes of limitations may be viewed as procedural rather than substantive in some contexts, the choice-of-law clause in this case does not make a distinction along those lines. It simply incorporates the 'laws' of Delaware without using any adjectives or other qualifiers." (Ibid.)