[nolemmings]

That can be very complicated, Jay. Assuming the forum state follows the Restatement of Conflicts of Laws ( I do not know how many or which ones do), then here's a good place to start looking:

s 188. LAW GOVERNING IN ABSENCE OF EFFECTIVE CHOICE BY THE PARTIES

TEXT

(1) The rights and duties of the parties with respect to an issue in contract are determined by the local law of the state which, with respect to that issue, has the most significant relationship to the transaction and the parties under the principles stated in s 6.

(2) In the absence of an effective choice of law by the parties (see s 187), the contacts to be taken into account in applying the principles of s 6 to determine the law applicable to an issue include:

(a) the place of contracting,

(b) the place of negotiation of the contract,

(c) the place of performance,

(d) the location of the subject matter of the contract, and

(e) the domicil, residence, nationality, place of incorporation and place of business of the parties.

These contacts are to be evaluated according to their relative importance with respect to the particular issue.

(3) If the place of negotiating the contract and the place of performance are in the same state, the local law of this state will usually be applied, except as otherwise provided in ss 189-199 and 203.

In many ways this may be incomplete advice, and an attorney should be consulted in one of the states with a connection to the transaction. Parties should also take heed that, if a state's law would allow you to recover your attorney's fees when you are successful, it very likely will allow your opponent to recover his fees if he is successful. IOW, be careful what you wish for.