Why can the place where a contract was signed be less important than the parties’ main places of business?

In the context of conflict of laws, the place where a contract is signed is often considered an incidental factor rather than a definitive one because it may be purely fortuitous—for example, when a contract is concluded at a trade fair or in a hotel while parties are in transit.12

Modern legal systems increasingly prioritize the principle of the "closest connection" over mechanical, territorially oriented rules. Relying solely on the place of contracting can be inflexible and fail to serve the interests of justice, as it may overlook the actual commercial reality of the relationship. Instead, courts look to more substantive connecting factors that better reflect the parties' expectations and the nature of the transaction, such as:12

• The principal place of business or residence of the party performing the contract.1
• The language used during negotiations.1
• The currency and modalities of payment.1

By focusing on these elements, legal systems aim to apply the law that is most logically and practically connected to the agreement, rather than one dictated by the arbitrary location of the signing.12