## Facts

- A minister enrolled in retirement and death benefit plans administered by a nonprofit benefits board and designated his wife as primary beneficiary and his father-in-law as contingent beneficiary.
- The plan documents contained an unqualified clause stating the plans “shall be governed by and construed in accordance with” New York law.
- The minister and his wife divorced; he later moved to Colorado and died there without changing beneficiary designations.
- A Colorado probate proceeding appointed the minister’s sister as personal representative of his estate.
- The benefits board filed an interpleader action in federal court in New York due to competing claims by the ex-wife, her father, and the estate.
- Under both New York and Colorado law, divorce revoked the ex-wife’s beneficiary status; the dispute was whether the divorce also revoked the former father-in-law’s contingent designation.
- A New York statutory choice-of-law directive for certain non-testamentary dispositions generally points to the decedent’s domicile at death (here, Colorado), which would eliminate the father-in-law’s interest.

## Issues

1. Whether a broad New York governing-law clause requires application of New York internal substantive law, or instead requires applying New York’s statutory choice-of-law directive that could select another state’s substantive law.
2. Whether such a clause displaces both common-law conflict-of-laws rules and statutory choice-of-law directives absent an express contractual statement to the contrary.

## Decision

- The court answered the certified question in the negative.
- A New York governing-law clause reflects the parties’ intent that only New York law applies, without any conflict-of-laws analysis, unless the contract expressly incorporates conflicts rules.
- The clause therefore required application of New York substantive law directly and did not require applying the New York statutory choice-of-law directive that would refer the matter to Colorado law.
- As a result, the contingent beneficiary designation in favor of the ex-spouse’s father remained effective under New York law.

## Legal Principles

- A contractual choice-of-law clause selecting New York law ordinarily selects New York internal substantive law, not New York conflict-of-laws rules.
- This interpretive rule applies even when the contract is not within New York’s statutory framework that expressly enforces certain New York choice-of-law clauses for large commercial contracts.
- A broad, unqualified governing-law provision displaces both common-law conflict-of-laws principles and New York statutory choice-of-law directives, unless the contract expressly provides otherwise.
- Statutory choice-of-law directives operate in the absence of an effective contractual choice and do not override a valid governing-law clause selecting New York law.

## Conclusion

The court held that an unqualified New York governing-law clause requires courts to apply New York internal law and bars use of New York choice-of-law directives to refer the dispute to another state’s law, preserving the contingent beneficiary’s rights under New York substantive rules.


Ministers & Missionaries Benefit Bd. v. Snow, 26 N.Y.3d 466 (N.Y. 2015)