substantive rules of decision to govern the parties' dispute, a conflict-of-laws analysis is necessary. See generally R. Weintraub, Commentary on Conflict of Laws 2-3 (1980); Restatement (First) of Conflict of Laws ง 1, Comment c and Illustrations (1934).
Literally the only support that the Court adduces for its position is ง 403 of the Restatement (Third)โor more precisely Comment e to that provision, which states:
"Subsection (3) [which says that a State should defer to another state if that State's interest is clearly greater] applies only when one state requires what another prohibits, or where compliance with the regulations of two states exercising jurisdiction consistently with this section is otherwise impossible. It does not apply where a person subject to regulation by two states can comply with the laws of both . . . ."
The Court has completely misinterpreted this provision. Subsection (3) of ง 403 (requiring one State to defer to another in the limited circumstances just described) comes into play only after subsection (1) of ง 403 has been complied withโi. e., after it has been determined that the exercise of jurisdiction by both of the two States is not "unreasonable." That prior question is answered by applying the factors (inter alia) set forth in subsection (2) of ง 403, that is,precisely the factors that I have discussed in text and that the Court rejects.[11]


*822 * * *
I would reverse the judgment of the Court of Appeals on this issue, and remand to the District Court with instructions to dismiss for failure to state a claim on the three counts at issue in No. 91-1128.
NOTES
[*]   Together with No. 91-1128, Merrett Underwriting Agency Management Ltd. et al. v. California et al., also on certiorari to the same court.
[โ]   Briefs of amici curiae urging reversal were filed for the Government of Canada by Douglas E. Rosenthal; for the Government of the United Kingdom of Great Britain and Northern Ireland by Mark R. Joelson; for the American Insurance Association et a