Mass. Gen. Laws ch. 106, § 1-301 – Territorial Applicability; Parties' Power To Choose Applicable Law

(a) Except as provided hereafter in this section, when a transaction bears a reasonable relation to the commonwealth and also to another state or nation, the parties may agree that the law of either the commonwealth or of such other state or nation shall govern the rights and duties under the transaction. Failing to reach such an agreement, this chapter applies to transactions bearing an appropriate relation to the commonwealth.
(b) To the extent that this chapter governs a transaction, if one of the following sections specifies the applicable law, that section governs and a contrary agreement is effective only to the extent permitted by the section specified:
1. (1) section 2–402;
2. (2) sections 2A–105 and 2A–106;
3. (3) section 4–102;
4. (4) section 4A–507;
5. (5) section 5–116;
6. (6) section 8–110; and
7. (7) sections 9–301 through 9–307.