Juliette Shulof Furs (JSF) is a New York corporation that has been in the fur-dealing business for fifteen 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. JSF paid for the majority of the skins purchased, leaving an unpaid balance of $202,416.85. FFS brought this 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.
1. What was the court's holding with respect to the enforceability of the choice of law clause?
2. What factors did the court utilize in its decision to uphold the choice of law provision?