Florida Statutes

Fla. Stat. § 671.105 (2025)

Territorial application of the code; parties’ power to choose applicable law.

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671.105 Territorial application of the code; parties’ power to choose applicable law.—

(1) Except as 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 will govern their rights and duties. Failing such agreement, this code applies to transactions bearing an appropriate relation to this state.

(2) When one of the following provisions of this code specifies the applicable law, that provision governs; and a contrary agreement is effective only to the extent permitted by the law (including the conflict-of-laws rules) so specified:

(a) Governing law in the chapter on controllable electronic records. (s. 669.107)

(b) Governing law in the chapter on funds transfers. (s. 670.507)

(d) Applicability of the chapter on bank deposits and collections. (s. 674.102)

(e) Applicability of the chapter on letters of credit. (s. 675.116)

(f) Applicability of the chapter on investment securities. (s. 678.1101)

(g) Law governing perfection, the effect of perfection or nonperfection, and the priority of security interests and agricultural liens. (ss. 679.3011-679.3071)

(h) Applicability of the chapter on leases. (ss. 680.1051 and 680.1061)

History.—s. 1, ch. 65-254; s. 1, ch. 79-398; s. 3, ch. 90-278; s. 3, ch. 91-70; s. 1, ch. 93-77; s. 20, ch. 98-11; s. 65, ch. 99-3; s. 2, ch. 99-137; s. 9, ch. 2001-198; s. 34, ch. 2025-92.

Note.—s. 1-105, U.C.C.

Notes of Decisions

Cited in 19 cases (6 in the last 5 years), 1982–2026 · leading case: Premix-Marbletite Mfg. Corp. v. SKW Chemicals, Inc., 145 F. Supp. 2d 1348 (S.D. Fla. 2001).

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Premix-Marbletite Mfg. Corp. v. SKW Chemicals, Inc., 145 F. Supp. 2d 1348 (S.D. Fla. 2001). · cites it 6× “5 Thus, if the terms and conditions contained on the reverse side of SKW’s invoices were part of the parties’ agreement, Delaware law would apply to the breach of warranty claims.”

Burroughs Corp. v. Suntogs of Miami, Inc., 472 So. 2d 1166 (Fla. 1985). · cites it 4× “§ 671.105, Fla. Stat. (1983). In enacting this provision, the legislature recognized the need for parties to interstate commercial transactions to know in advance which state's laws were to apply.”

Mazzoni Farms, Inc. v. EI DuPont De Nemours & Co., 761 So. 2d 306 (Fla. 2000). · cites it 2× “Section 671.105(1), Florida Statutes (1999), provides: "[W]hen 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…”

Se. Floating Docks, Inc. v. Auto-Owners Ins. Co., 82 So. 3d 73 (Fla. 2012). · cites it 2× “See § 671.105, Fla. Stat. (2011). This Court’s precedent provides that a right to attorney’s fees does not outweigh the public policy promoting freedom of contract.”

Suntogs of Miami, Inc. v. Burroughs Corp., 433 So. 2d 581 (Fla. 3d DCA 1983). · cites it 3× “The Code provides: "[W]hen 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.”

Pulte Home Corp., Inc. v. Ply Gem Indus., Inc., 804 F. Supp. 1471 (M.D. Fla. 1992). · cites it 2× “The appropriate choice of law statute then in the sale of goods is Florida Statute Section 671.105 (1992). However, as to the defense put forth by the Defendants that the statute of limitations bars many of the Plaintiff’s claims, this must be reviewed under Florida’s…”

Roemelmeyer v. Capital Bank (In Re L. M. S. Assocs., Inc.), 18 B.R. 425 (Bankr. S.D. Florida 1982). · cites it 3× “Pursuant to § 671.105, “the law” referred to here includes the choice of law rules, but if the collateral is located in jurisdictions such as Florida, where UCC 1-105 has been adopted, 1-105 is presumably the choice of law rule, and that refers once again to 9-103.”

Corp. Fin., Inc. v. Principal Life Ins., 461 F. Supp. 2d 1274 (S.D. Fla. 2006). · cites it 2× “See Fla. Stat. § 671.105 (1); Mazzoni Farms, Inc.”

Am. President Lines, Ltd. v. Lykes Bros. S.S. Co. (In Re Lykes Bros. S.S. Co.), 196 B.R. 574 (Bankr. M.D. Fla. 1996). “Based on the parties’ agreement, as evidenced by paragraph 15 of the Owner Participation Agreement which is Lykes’ Exhibit A, this Court is satisfied that the laws of the State of New York shall apply to construe the Blue Water transaction, especially since section 671.”

Taylor v. Green Tree Fin. Servicing Corp. (In Re Taylor), 260 B.R. 548 (Bankr. M.D. Fla. 2000). · cites it 2× “See Fla. Stat. § 671.105 (2000); see also CitiLease Co.”

Mazzoni Farms, Inc. v. E.I. DuPont De Nemours & Co., 223 F.3d 1275 (11th Cir. 2000). “Section 671.105(1), Florida Statutes (1999), provides: "[W]hen 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…”

T.T. Int'l Co., LTD v. BMP Int'l, Inc. (M.D. Fla. 2022). · cites it 4× “105 (1) (“when a transaction bears a reasonable relation to this state and also another state or nation, the parties may agree that the law either of this state or such other state or nation will govern their rights and duties”). Where, as here, no choice of law provision exists…”

Show all 19 citing cases →

— 671.105(1) — 8 cases

Mazzoni Farms, Inc. v. EI DuPont De Nemours & Co., 761 So. 2d 306 (Fla. 2000). “Section 671.105(1), Florida Statutes (1999), provides: "[W]hen 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…”

Burroughs Corp. v. Suntogs of Miami, Inc., 472 So. 2d 1166 (Fla. 1985). “§ 671.105, Fla. Stat. (1983). In enacting this provision, the legislature recognized the need for parties to interstate commercial transactions to know in advance which state's laws were to apply.”

Suntogs of Miami, Inc. v. Burroughs Corp., 433 So. 2d 581 (Fla. 3d DCA 1983). “The Code provides: "[W]hen 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.”

Premix-Marbletite Mfg. Corp. v. SKW Chemicals, Inc., 145 F. Supp. 2d 1348 (S.D. Fla. 2001). “5 Thus, if the terms and conditions contained on the reverse side of SKW’s invoices were part of the parties’ agreement, Delaware law would apply to the breach of warranty claims.”

Roemelmeyer v. Capital Bank (In Re L. M. S. Assocs., Inc.), 18 B.R. 425 (Bankr. S.D. Florida 1982). “Pursuant to § 671.105, “the law” referred to here includes the choice of law rules, but if the collateral is located in jurisdictions such as Florida, where UCC 1-105 has been adopted, 1-105 is presumably the choice of law rule, and that refers once again to 9-103.”

— 671.105(2) — 1 case

Jaimini Vyas v. Am. Van Lines, Inc. (Fla. 4th DCA 2026).

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