(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.
Structure New York Laws
Part 3 - Territorial Applicability and General Rules
1-301 - Territorial Applicability; Parties' Power to Choose Applicable Law.
1-302 - Variation by Agreement.
1-303 - Course of Performance, Course of Dealing, and Usage of Trade.
1-304 - Obligation of Good Faith.
1-305 - Remedies to Be Liberally Administered.
1-306 - Waiver or Renunciation of Claim or Right After Breach.
1-307 - Prima Facie Evidence by Third-Party Documents.
1-308 - Performance or Acceptance Under Reservation of Rights.