Arbeitsgericht Villingen-Schwenningen; 2022-10-12; 8 Ca 339/21
Decision by national courts in the field of European Union law — ECLI:DE:ARBGVIL:2022:1012.8CA339.21.00
Date: 2022-10-12
Subject matter: Judicial cooperation in civil matters
Origin: Germany

82022DE1012(51)_ENG_SUMJURE
JURE summary
JURE summary
A project manager (hereinafter ‘the plaintiff’) filed an action against his former employer, a GmbH-type company domiciled in Germany (hereinafter ‘defendant 1’) and its parent company domiciled in the USA (hereinafter ‘defendant 2’) as joint and several debtors regarding options on stocks of defendant 2.
The plaintiff claimed that under an agreement concluded with defendant 2 regarding the provision of share options, the plaintiff was promised to be granted subscription rights to shares of defendant 2. In relation to defendant 1, his entitlement was based on his employment relation with defendant 1 as the plaintiff claimed to have been informed by the human resources department that he would be included in the group of people entitled to receive the share option.
According to the plaintiff, defendant 2 could be sued in the labour court Villingen-Schwenningen (hereinafter ‘the Court of First Instance’) under Article 6(1) of the Brussels I Regulation (recast) (1) in connection with Article 20(2) or alternatively Article 21(2) of the Brussels I Regulation (recast). The plaintiff claimed to have made an employment agreement with defendant 2 which met all formal requirements and that the decisive factor was his work performance. Defendant 1 was to be seen as a branch establishment of defendant 2.
The Court of First Instance dismissed the action.
The plaintiff was correct to rely on the jurisdiction of the Court of First Instance in relation to defendant 1, but he was not entitled to subscribe the shares. The agreement regarding the provision of share options concluded with defendant 2 was legally independent of the employment agreement concluded with defendant 1. As a matter of general principle, a subsidiary is not a branch establishment of the parent company but an independent legal entity. Exceptionally, a subsidiary may be considered a branch establishment of a parent company provided that it does business on behalf and on the account of the parent company. However, this was not the case in this dispute.
The domestic courts had no jurisdiction regarding the share options requested from defendant 2 as no employment relation existed between the plaintiff and defendant 2. A jurisdiction of other domestic courts was not evident.
(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.