Višje sodišče v Ljubljani; 2019-11-13; I Cpg 665/2019
Decision by national courts in the field of European Union law — ECLI:SI:VSLJ:2019:I.CPG.665.2019
Date: 2019-11-13
Subject matter: Judicial cooperation in civil matters
Origin: Slovenia

82019SI1113(51)_ENG_SUMJURE
JURE summary
JURE summary
This case regards a question of international jurisdiction brought before the Višje sodišče v Ljubljani (hereinafter ‘the Court of Appeal’).
A bank domiciled in Germany (hereinafter ‘the plaintiff’) applied before the Okrožno sodišče v Ljubljani (hereinafter ‘the Court of First Instance’) against a natural person domiciled in Slovenia (hereinafter ‘the defendant’) and sought payment of EUR 99,316. The defendant was a shareholder and limited partner to a company established in Germany (hereinafter ‘the company’), which took a loan from the plaintiff. The plaintiff alleged that despite the fact that the creditor was a company, the defendant was partially personally responsible for the company’s obligation.
The Court of First Instance declared its jurisdiction pursuant to Article 18(2) of the Brussels I Regulation (recast) (1) and dismissed the defendant’s objection of a lack of jurisdiction of the Slovenian courts.
The defendant appealed to the Court of Appeal alleging an erroneous assessment of the factual and legal situation and an incorrect application of the Brussels I Regulation (recast). The defendant relied on the agreement establishing the limited partnership of the company, according to which all disputes related to the company shall be governed by German law and heard by German courts. Article 25 of the Brussels I Regulation (recast) (prorogation of jurisdiction) then suggests that the jurisdiction was legally conferred to the German courts.
The Court of Appeal rejected this argument. It recalled that both Slovenian and German law distinguishes between the internal relations between a company and its partners/shareholders and external relations between the company and third subjects. The Slovenian ZGD-1 (2) provides that a limited partner is responsible for the company’s obligations to the amount of the unpaid amounts to be paid under the Articles of Association. The Court of Appeal stated that there is no dispute between the company and its partners, but it is a dispute between the shareholder and the third party to the company. Therefore, neither Article 25 (internal jurisdiction clause binding the partners of the company) nor Article 24 of the Brussels I Regulation (recast) (exclusive jurisdiction related to the validity of the decisions of organs of legal persons) applies to this dispute.
The Court of Appeal dismissed the appeal and upheld the contested decision.
(1) Regulation (EU) No 1215/2012 of the European Parliament and of the Council of 12 December 2012 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters.
(2) Zakon o gospodarskih družbah (Companies Act).