(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 12A O.S. § 5-104 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 division (A) above 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 division (B).
(C) (1) Except as otherwise provided in this division (C), 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.
(2) Those rules as applied to that undertaking govern, except to the extent of any conflict with the nonvariable provisions specified in 12A O.S. § 5-103(c), if:
(a) 12A O.S. Art. 5 would govern the liability of an issuer, nominated person or adviser under divisions (A) or (B) above;
(b) The relevant undertaking incorporates rules of custom or practice; and
(c) There is conflict between 12A O.S. Art. 5 and those rules as applied to that undertaking.
(D) If there is conflict between 12A O.S. Art. 5 and 12A O.S. Arts. 3, 4, 4A or 9, then 12A O.S. Art. 5 governs.
(E) The forum for settling disputes arising out of an undertaking within 12A O.S. Art. 5 may be chosen in the manner and with the binding effect that governing law may be chosen in accordance with division (A) above.
(12A O.S. § 5-116)
Editor’s note:
The town’s choice of law is Oklahoma and the choice of forum the Delaware County District Court.