Nejvyšší soud; 2019-07-10; 27 Cdo 5313/2017
Decision by national courts in the field of European Union law — ECLI:CZ:NS:2019:27.CDO.5313.2017.1
Date: 2019-07-10
Subject matter: Judicial cooperation in civil matters
Origin: Czechia

82019CZ0710(51)_ENG_SUMJURE
JURE summary
JURE summary
This case, assessed by the Nejvyšší soud (hereinafter ‘the Supreme Court’), regards a review of the value of shares.
The legal dispute was commenced before the Městský soud v Praze (hereinafter ‘the Court of First Instance’), where two natural persons domiciled in the Czech Republic (hereinafter ‘the plaintiffs’), minor shareholders of a company called SPOLANA domiciled in the Czech Republic, requested to examine the value of their shares with regards to the forced sale of these shares of SPOLANA to the main shareholder – a company domiciled in Poland. The Court of First Instance stayed the proceedings.
At the request of one of the plaintiffs, the Vrchní soud v Praze (hereinafter ‘the Court of Appeal’) annulled the first instance conclusion and referred the case back to the Court of First Instance.
A cassation appeal to the Supreme Court against a decision of the Court of Appeal was filled by the main shareholder. The Supreme Court held that the cassation appeal was not based on any of the grounds for a cassation appeal, as provided by § 238a o. s. ř. (1)
The Supreme Court further recalled its previous case-law and upheld the findings of the Court of Appeal concerning the jurisdiction of the Czech courts over this case. In cases where a General Shareholders Meeting of a company domiciled in the Czech Republic decides on the forced sale of its shares to the main shareholder, the Czech courts shall have jurisdiction pursuant to Article 22(2) of the Brussels I Regulation (2) regardless of the domicile of the main shareholder.
The Supreme Court rejected all of the main shareholder’s further allegations concerning a breach of procedural rules and dismissed the cassation appeal as unfounded.
(1) Občanský soudní řád (Code of Civil Procedure).
(2) Council Regulation (EC) No 44/2001 of 22 December 2000 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters.