“These terms are governed by the law of a foreign country. I’m not qualified to practice there.”
“Ideally, you’d get a local lawyer to review this for you.”
“I can take a quick look, but I might miss something. It’s not my law.”
Contract and other legal terms often choose the law of a specific country or state to govern them. Lawyers generally learn the law where they earn their license. What happens when a client asks a lawyer to review terms governed by some other law?
Ideally, every client would get a locally qualified lawyer for every set of terms they sign. Realistically, that often doesn’t happen.
Review by the lawyer you have can still be a big help. Lawyers of all kinds read carefully and learn what to expect in terms for deals in their fields. The main risk is that they won’t know about rules in the unfamiliar law that affect how those terms will be interpreted, applied, and regulated. The results could differ from what they expect based on experience and study in their own legal “home”. They don’t know what they don’t know.
In the end, whether to stick to the lawyer you have or find a locally qualified one is a matter of judgment and trade-offs. The lawyer you have can help you to decide, but in the end, it’s the client’s decision.
Familiarity is Key
Some lawyers end up learning a lot about the laws of other countries and states that they deal with regularly. While these lawyers may not hold licenses in those jurisdictions, and can’t usually appear as lawyers in court there, they may actually know more about the particular laws that matter to their clients than the average local lawyer.
Those lawyers are the exception, not the rule. But they do exist.
Similar Legal Systems
Lawyers are usually better prepared to review terms under the same kind of legal system and legal tradition as their own. Broadly similar legal systems can still differ in particulars. But instincts and research skills often translate.
In general, common law legal systems like the UK, most of the USA, most of Canada, Australia, New Zealand, Hong Kong, and Macau, share a lot in common. So do civil law legal systems, especially those of a common legal tradition, such as the Napoleonic, Germanic, Nordic, or Chinese. So a business lawyer from Colorado—a common law system—probably has better instincts for reviewing a contract under Irish law—another common law system—than Danish law—a civil law system.
State by State
Whether a lawyer can advise well on terms under the laws of another state or subdivision really depends on the circumstances.
Within countries, some laws apply throughout the land, while others differ from state to state and subdivision to subdivision.
In the USA, for example, many intellectual property laws—patent, copyright, and the most important trademark laws—come from the federal government and apply nationwide. Lawyers from all states study and advise on federal law.
Basic contract laws, on the other hand, vary state by state, with some standardization in specific areas, like sales of goods. It’s common to get good advice on common business contract terms under New York, Delaware, California, or Texas law from lawyers licensed in nearly any state. But lawyers may hesitate to advise on terms under the laws of smaller states they don’t deal with often, like Wyoming or Hawaii.
The big exception is Louisiana private law. Long a French colony, Louisiana still resembles a Napoleonic civil law system more than a common law system in some areas. Other states colonized by the Spanish now have common law legal systems, but retain some civil law rules, like community property among married couples.
Specialization and Complexity
The more areas of unfamiliar law matter for a set of terms, the more likely a local lawyer will prove worthwhile.
An American business lawyer who doesn’t advise on tax laws may still internalize tax-driven best practices doing American business deals. That lawyer isn’t likely to notice if a change to a contract under English law suddenly implicates a British tax rule without any counterpart in the United States. The same can happen in relation to other specialties.
As usual, the more a deal is worth, and the more risk you are taking on it, the more likely it makes sense to find and hire exactly the right legal help.
Good lawyers almost always welcome client choices to find and engage local experts. They also remain available to lend their familiarity with the client, their goals, and their preferences. At the same time, they may want to be sure the local lawyer takes primary responsibility for the project. A big benefit of local help is having someone who to spot potential issues. That value gets lost if the local lawyer only addresses issues their less familiar colleague brings up.