(a) Except as otherwise 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 shall govern their rights and duties so long as none of the parties to the transaction is a consumer and a resident of New York. Where a consumer is a resident of the state of New York, New York state law shall apply. (b) In the absence of an agreement effective under subsection (a), and except as provided in subsection (c), this act applies to transactions bearing an appropriate relation to this state. (c) If one of the following provisions of this act specifies the applicable law, that provision governs and a contrary agreement is effective only to the extent permitted by the law so specified: (1) Section 2--402; (2) Sections 2-A--105 and 2-A--106; (3) Section 4--102; (4) Section 4-A--507; (5) Section 5--116; (6) Section 8--110; and (7) Sections 9--301 through 9--307.
New York Legal Code