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legitimate interest in having law of single state apply to United States operations, and
Washington was closest state to franchisor‘s headquarters in Vancouver, British
Columbia].
Likewise, Neiman Marcus conducts business throughout the United States and
engages in interstate commerce, which is a reasonable basis for the parties to provide that
the Agreement shall be governed by the FAA. (See Pedcor Management v. Nations
Personnel of Texas (5th Cir. 2003) 343 F.3d 355, 361–362; J.B. Hunt Transport, Inc. v.
Hartman (Tex.Ct.App. 2010) 307 S.W.3d 804, 808; Harrison v. Eberhardt (2007)
287 Ga.App. 561, 563 [651 S.E.2d 826]; In re Alamo Lumber Co. (Tex.Ct.App. 2000)
23 S.W.3d 577, 578–579; see also Volt Info. Sciences v. Leland Stanford Jr. U. (1989)
489 U.S. 468, 476–477 [109 S.Ct. 1248].)
As explained in the Restatement Second of Conflict of Laws: ―The forum will not
apply the chosen law to determine issues the parties could not have determined by
explicit agreement directed to the particular issue if the parties had no reasonable basis
for choosing this law. The forum will not, for example, apply a foreign law which has
been chosen by the parties in the spirit of adventure or to provide mental exercise for the
judge. Situations of this sort do not arise in practice. Contracts are entered into for
serious purposes and rarely, if ever, will the parties choose a law without good reason for
doing so.
―When the state of the chosen law has some substantial relationship to the parties
or the contract, the parties will be held to have had a reasonable basis for their choice.
This will be the case, for example, when this state is that where performance by one of
the parties is to take place or where one of the parties is domiciled or has his principal
place of business.‖ (Rest.2d Conf. of Laws, supra, § 187, com. f, pp. 566–567, italics
added; see Hertz Corp. v. Friend (2010) 559 U.S. ___ [130 S.Ct. 1181, 1192]
[corporation‘s headquarters, from which it controls operations, is principal place of
business].)
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