Short answer
Yes. A choice of English law in a B2B contract remains effective before the courts of EU Member States, and Brexit did not change that.
The reason is a single sentence in the Rome I Regulation:
"Any law specified by this Regulation shall be applied whether or not it is the law of a Member State." —
Rome I has universal application. It never depended on the chosen law being an EU law. New York law, Swiss law and Singapore law were always available choices, and English law simply joined them.
The genuine Brexit change was elsewhere: jurisdiction and enforcement. Those are governed by different instruments, and Rome I expressly excludes them — Article 1(2)(e) takes "arbitration agreements and agreements on the choice of court" out of its scope altogether.
That separation is the single most important point for anyone reviewing a cross-border contract. The governing-law clause and the jurisdiction clause now live under different regimes and must be assessed separately.
Governing law: what has not changed
Article 3(1) gives the parties freedom of choice, expressly or clearly demonstrated by the terms of the contract or the circumstances. A Member State court applies that choice under Rome I, whether the chosen law is English, Japanese or Brazilian.
The familiar limits still apply, and they applied before Brexit too:
- Article 3(3) — where all other relevant elements are located in one country, the choice cannot displace that country's non-derogable provisions. A contract between two Spanish companies about performance in Spain cannot escape Spanish mandatory rules by choosing English law.
- Article 3(4) — where all other relevant elements are located in one or more Member States, the choice of a non-Member State law cannot prejudice non-derogable provisions of Union law. This limb now bites on English-law choices in a way it did not before 2021, because English law is now a third-country law. Two EU-based parties choosing English law for a wholly intra-EU arrangement remain subject to mandatory EU law.
- Article 9 — overriding mandatory provisions, including those of the forum.
- Article 21 — public policy of the forum.
- Articles 6 and 8 — protective regimes for consumers and employees, which cannot be contracted away.
Article 3(4) is the one worth flagging in review. It is not new law, but Brexit changed which contracts it captures.
Jurisdiction: where the real change happened
Until the end of the transition period, the Brussels Ia Regulation governed jurisdiction as between the UK and Member States. Article 25 gave near-automatic effect to an exclusive English jurisdiction clause, and judgments circulated with minimal formality.
That framework no longer applies to the UK. What replaced it is a patchwork.
The 2005 Hague Convention on Choice of Court Agreements. The EU is a party; the UK participates in its own right following Brexit. Where it applies, a chosen court must take the case and other contracting states must decline, with judgments recognised and enforced subject to limited grounds of refusal. But its scope is narrower than Brussels Ia: it covers exclusive choice-of-court agreements in civil and commercial matters, with subject-matter exclusions, and questions have been raised about the treatment of agreements concluded during the transition period.
Asymmetric or one-sided jurisdiction clauses — common in finance documents — sit uncomfortably with a convention built around exclusive agreements. Non-exclusive clauses fall outside it.
The 2019 Hague Judgments Convention. This addresses recognition and enforcement more broadly rather than jurisdiction. The EU has been bound since 2023 and the United Kingdom since 2025. It is a genuine improvement on the pre-existing position, but it is a recognition instrument with its own eligibility filters and exclusions, not a replacement for Brussels Ia. Because ratifications and declarations continue to evolve, confirm the position in force for the specific states at the relevant time.
National rules. Where neither convention applies, recognition of an English judgment in a Member State falls back on that state's national law, which varies considerably.
The practical consequence
For most straightforward B2B contracts, an English governing-law clause is unproblematic and continues to deliver what it always did.
The question that deserves attention is enforcement. Ask it concretely: if we win, where are the counterparty's assets, and what will it take to enforce there?
Where the assets are in the EU and the contract has an English jurisdiction clause, the answer is more complicated than it was in 2019. Where the contract has an arbitration clause, it is not — the New York Convention was never affected by Brexit, and arbitral awards continue to be enforceable across the EU on the same basis as before.
That is why arbitration has become a more common answer for genuinely cross-border contracts with EU-side enforcement risk. It preserves party autonomy on both law and forum without depending on the Brussels or Hague frameworks.
Should you switch governing law?
Usually not for legal-effectiveness reasons, because English law remains effective. The reasons to reconsider are commercial and practical:
- Counterparty resistance. EU counterparties sometimes now push back on English law for reasons of familiarity rather than law. That is a negotiation point, not a legal defect.
- Intra-EU contracts. Where both parties and all performance are within the EU, Article 3(4) means mandatory EU law applies regardless. If the deal is wholly intra-EU, choosing English law may buy less than it appears to.
- Regulatory-heavy sectors. Where the contract sits on top of EU regulatory obligations, aligning the governing law with the regulatory regime can reduce friction.
- Consumer or employment elements. Articles 6 and 8 mean the protective floor applies whatever the choice. English law does not avoid it.
Conversely, the reasons English law remains popular are unchanged: a deep body of commercial precedent, predictable contractual interpretation, and a strong presumption in favour of what the parties actually wrote.
Drafting points
Keep the clauses separate and deliberate. Governing law and jurisdiction now answer to different regimes. Drafting them as a single boilerplate block hides the question that matters.
Make jurisdiction clauses exclusive if you want Hague 2005 to apply. Asymmetric clauses may forfeit its benefits. If you need asymmetry, understand what you are trading.
Consider arbitration where EU enforcement matters. The New York Convention is unaffected by Brexit and remains the most reliable cross-border enforcement route.
Do not assume legacy clauses still behave as intended. Contracts drafted before 2021 were written against Brussels Ia. Their governing-law clauses survive intact; their jurisdiction clauses may not operate as the drafter assumed.
Check the protective regimes separately. Rome I Articles 6 and 8 override the choice for consumer and employment contracts.
Operational checklist
- Confirm the contract is B2B; consumer and employment contracts follow Articles 6 and 8.
- Retain the English governing-law clause unless there is a commercial reason to change it.
- Test Article 3(3) and 3(4): are all other relevant elements in one country, or wholly within the EU?
- Assess the jurisdiction clause separately from governing law.
- Ask where enforcement will actually happen and under which instrument.
- Check whether the jurisdiction clause is exclusive, and whether Hague 2005 applies.
- Verify the current status of Hague 2019 for the specific states involved.
- Consider arbitration where EU-side enforcement is the main risk.
Conclusion
English governing law still works in EU business contracts, for the simple reason that Rome I applies the chosen law whether or not it is the law of a Member State. That was true before Brexit and remains true now.
The change worth re-papering for is on the other side of the boilerplate. Brussels Ia no longer links the UK and the Member States, and the Hague conventions that partially replace it are narrower and still settling. Review the governing-law clause briefly, and the jurisdiction and enforcement route properly.
Sources
This article provides general legal information, not advice for a specific matter. Laws, facts and procedural deadlines may change the result. Follow the linked primary sources and obtain local advice before acting.