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Donna Morgan signed two agreements to acquire ownership interests in two Nevada limited liability companies. The agreements contained identical choice-of-law provisions, contemplating that Nevada law would "govern the validity, construction, performance[,] and affect [sic] of" the contracts. Unhappy with her purchases, Ms. Morgan filed suit for or federal and state securities fraud, breach of contract, promissory fraud, and breach of the implied covenant of good faith and fair dealing. While both sides agreed that the choice of law clause was valid, the defendants argued that the plaintiff's California securities law claims were precluded by the Nevada choice of law.