Juliette Shulof Furs (JSF) was a New York corporation that had been in the fur-dealing business for 15 years. George Shulof, an officer of JSF, attended two auctions conducted by Finnish Fur Sales (FFS) in Finland in 1987. He purchased more than $1.2 million worth of skins at the auctions. Shulof attended each auction and was the actual bidder. The conditions of sale were listed in the auction catalog in English.

Section 4 of “Conditions of Sale” provided that “[a]ny person bidding at the auction shall stand surety as for his own debt until full payment is made for purchased merchandise. If he has made the bid on behalf of another person, he is jointly and severally liable with the person for the purchase.” Section 15 of “Conditions of Sale” provided that “[t]hese conditions are governed by Finnish law.”

JSF paid for the majority of the skins purchased, leaving an unpaid balance of $202,416.85. FFS brought an action to recover the contract price of the skins from Shulof, claiming he was personally liable for payment under Finnish law. Shulof responded that he was acting only as the agent for JSF and that under New York law he was not personally responsible for the contracts of the corporation he represented at the auction. He also claimed that the choice of Finnish law was invalid, and its application would lead to a result contrary to the public policy of the state of New York. Is the choice-of-law clause valid? Would the imposition of personal liability upon Shulof be in violation of New York public policy? What are the reasons for your answers?