Nejvyšší soud; 2018-03-27; 29 Cdo 4403/2014
Decision by national courts in the field of European Union law — ECLI:CZ:NS:2018:29.CDO.4403.2014.1
Date: 2018-03-27
Subject matter: Judicial cooperation in civil matters
Origin: Czechia

82018CZ0327(51)_ENG_SUMJURE
JURE summary
JURE summary
This case concerned a squeeze-out and the compulsory transfer of all shares of a company to its principal shareholder and the consideration of CZK 4,450 for each share. The plaintiffs filed an action to review the reasonableness of that consideration.
The Krajský soud v Českých Budějovicích (hereinafter ‘the Court of First Instance’) rejected the objection of lack of international jurisdiction on the grounds of Article 6(1) of the Brussels I Regulation (1). As there were 2 defendants in these proceedings, the Czech courts were held as having jurisdiction as being the courts for the place where any one of the defendants was domiciled, as the claims were so closely connected that it was expedient to hear and determine them together to avoid the risk of irreconcilable judgments resulting from separate proceedings.
The Vrchní soud v Praze (hereinafter ‘the Court of Appeal’) confirmed the first instance conclusion of the jurisdiction of the Czech courts based on Article 22(2) of the Brussels I Regulation. The defendant filed a cassation appeal to the Nejvyšší soud (hereinafter ‘the Supreme Court’), which was refused as procedural law did not allow for the filing of a cassation in this case. The plaintiff later filed a constitutional complaint to the Ústavní soud (hereinafter ‘the Constitutional Court’), based on which the Constitutional Court set aside the decision of the Court of Appeal due to a violation of the right to a fair trial. The Constitutional Court criticised the Court of Appeal for not submitting a preliminary question to the Court of Justice of the European Union (CJEU) to interpret Article 22(2) of the Brussels I Regulation.
In the meantime, the procedural laws had changed, and the Court of Appeal confirmed the first instance decision again as there was a judicial remedy against its decision in terms of Article 267 of the TFEU (2) and the Court of Appeal was not, therefore, obliged to submit a preliminary question. The Court of Appeal added that the Czech courts also have jurisdiction on the basis of Article 5(1) of the Brussels I Regulation as the dispute had a contractual nature since the charter of the company was a contract in itself.
The defendant filed a cassation appeal to the Supreme Court. It alleged that the jurisdiction belongs to the German courts based on Article 2 and Article 60(1) of the Brussels I Regulation. The Supreme Court argued that the purpose of Article 22(2) of the Brussels I Regulation is to avoid the risk of irreconcilable judgments in different Member States concerning the existence of legal persons and the validity of their legal actions. The courts of a Member State, in which a company resides, seems to be the best one to have jurisdiction in that case. The Supreme Court, however, found that no exceptions from the duty to submit a preliminary question to the CJEU was present in this case and, therefore, the proceedings were stayed, and the Supreme Court requested a preliminary ruling. The CJEU ruled that in an action ‘for review of the reasonableness of the consideration that the principal shareholder of a company is required to pay to the minority shareholders of that company in the event of the compulsory transfer of their shares to that principal shareholder comes within the exclusive jurisdiction of the courts of the Member State in which that company is established.’ (3)
The Supreme Court concluded that the decision of the Court of Appeal was correct and dismissed the case.
(1) Council Regulation (EC) No 44/2001 of 22 December 2000 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters.
(2) Treaty on the Functioning of the European Union.
(3) Judgment of the Court of Justice of 7 March 2018, E.ON Czech Holding AG v Michael Dĕdouch and Others, C-560/16, ECLI:EU:C:2018:167.