Judgment;Summary — ECLI:EU:C:2025:827
Date: 2025-10-23
Language of the case: Romanian
Court formation: Sixth Chamber
Procedure: Reference for a preliminary ruling
Origin: Romania

Summary C-682/23 – 1 
Case C-682/23 
Summary of the request for a preliminary ruling pursuant to Article 98(1) of 
the Rules of Procedure of the Court of Justice 
Date lodged: 
15 November 2023 
Referring court: 
Curtea de Apel Cluj (Romania) 
Date of the decision to refer: 
25 October 2023 
Applicant: 
E. B.SP. Z. O. O. 
Defendant: 
K. P.SP. Z. O. O. 
  
Subject matter of the main proceedings 
Appeal brought before the Curtea de Apel Cluj (Court of Appeal, Cluj, Romania), 
the referring court, against the judgment by which the Tribunalul Specializat Cluj 
(Specialised Court, Cluj, Romania) upheld the plea alleging lack of international 
jurisdiction of the Romanian courts in a dispute concerning non-contractual and 
contractual liability between two companies under Polish law. 
Subject matter and legal basis of the request 
On the basis of Article 267 TFEU, the Court is asked for an interpretation of 
Article 25 of 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 (‘Regulation 
No 1215/2012’). 
SUMMARY OF THE REQUEST FOR A PRELIMINARY RULING – CASE C-682/23 
 
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Questions referred for a preliminary ruling 
1. Can Article 25 of Regulation 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 be interpreted as 
conferring on the assignee of a claim arising from a contract the right to enforce 
the jurisdiction clause in that contract against the original party to the contract, if 
the assignment contract has, in accordance with the national law applicable to the 
substance of the dispute, transferred the claim and its ancillary rights, but not the 
obligations arising from the contract? 
2. In a case such as the one described above, is the opposition of the party that 
agreed to the jurisdiction clause, against whom the action is brought, relevant for 
the purpose of determining which court has jurisdiction? In addition, is a new 
consensus required from that party, prior to or concomitant with bringing a legal 
action, in order for the third-party assignee to be entitled to rely on the jurisdiction 
clause? 
Provisions of European Union law relied on 
Article 267 TFEU; 
Article 25 and Article 7(2) of Regulation No 1215/2012; 
Judgment of 7 February 2013, Refcomp SpA, C-543/10, EU:C:2013:62; 
Judgment of 21 May 2015, CDC Hydrogen Peroxide, C-352/13, EU:C:2015:335; 
Judgment of 28 June 2017, Leventis eVafias, C-436/16, EU:C:2017:497; 
Judgment of 18 November 2020, DelayFix, C-519/19, EU:C:2020:933. 
Provisions of national law relied on 
Articles 361 to 363, 415, 416, 471, 472, 509 and 647 of the Polish Civil Code. 
Pursuant to Article 509(2) of the Polish Civil Code, ‘together with the claim, the 
associated rights, in particular the claim in respect of default interest, shall be 
transferred to the assignee’. 
Article 1068(1) of the Codul român de procedură civilă (Romanian Code of Civil 
Procedure) provides that ‘in matters of property, the parties may agree on the 
court having jurisdiction to hear a current or potential dispute arising from a 
relationship with cross-border implications. The agreement may be made in 
writing, by telegram, telex, fax or any other means of communication that 
provides written evidence. Unless otherwise agreed, the court chosen shall have 
exclusive jurisdiction.’ 
E. B.SP. 
 
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Article 1071 of the Romanian Code of Civil Procedure, which provides: ‘1. The 
court seised shall determine of its own motion whether it has international 
jurisdiction, proceeding in accordance with the national rules on jurisdiction. If it 
finds that neither it nor any other Romanian court has jurisdiction, it shall reject 
the application initiating the proceedings as not falling within the jurisdiction of 
the Romanian courts, without prejudice to the application of Article 1070. The 
decision of the court may be appealed before a higher court. 2. The lack of 
international jurisdiction of the Romanian court may be invoked at any stage of 
the proceedings, including directly in the appeal. The provisions of Article 1067 
shall continue to apply.’ 
Succinct presentation of the facts and procedure in the main proceedings 
1 On 21 December 2021, E. B.SP. Z. O. O. (a legal entity under Polish law; 
‘E. B.SP.’ or the ‘applicant’) brought an action before the Specialised Court of 
Cluj against K. P.SP. Z. O. O. (a legal entity under Polish law; ‘K. P.SP.’ or the 
‘defendant’), seeking an order that K. P.SP. should pay the sum of 14 092 308 
Polish zloty (PLN) by way of damages, in addition to default interest and other 
expenses incurred for the recovery of that sum, citing the non-contractual and 
contractual liability of K. P.SP. 
2 On 24 March 2017, E. B.SP. signed a contract with E.PL. (a legal entity under 
Polish law) for the preparation of a plot of land in Poland on which a timber 
products factory was to be built. On 24 July 2017, E. B.SP. signed a contract with 
E.PL. for the main construction works for the factory in Poland. On 4 March 
2017, E.PL signed a subcontracting agreement for the works with E. S. A. (a legal 
entity under Romanian law). On 10 July 2017, E. S. A. signed a further 
subcontracting agreement for the works with K. P.SP (a legal entity under Polish 
law). According to their terms, all of those contracts were governed by Polish law. 
3 On 16 December 2021, E. S. A. assigned to E. B.SP. a claim for damages in the 
amount of PLN 14 050 878.35 that it held against K. P.SP. in respect of the loss 
allegedly incurred due to deficiencies in the latter’s compliance with its 
obligations under the subcontracting agreement signed on 10 July 2017. 
4 In support of its claim, E. B.SP. cited both the non-contractual liability of K. P.SP 
(Articles 415 and 416, in conjunction with Articles 361 to 363 of the Polish Civil 
Code) and its contractual liability (Articles 471 and 472, in conjunction with 
Articles 647 and 361 to 363 of the Polish Civil Code). Furthermore, to justify the 
conferral of jurisdiction on the Specialised Court of Cluj, E. B.SP. relied on the 
jurisdiction clause in the subcontracting agreement signed on 10 July 2017 
between E. S. A. and K. P.SP, based on which ‘any disputes shall be resolved by 
the court having jurisdiction over the contracting party’s registered office’. 
E. B.SP. submitted that, under the national law applicable to the merits of the 
case, namely Article 509(2) of the Polish Civil Code, it not only took over the 
SUMMARY OF THE REQUEST FOR A PRELIMINARY RULING – CASE C-682/23 
 
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claim, but the ancillary rights thereto. It also referred to Article 25 of Regulation 
No 1215/2012. 
5 In its defence, K. P.SP. raised the plea of lack of jurisdiction of the Romanian 
courts, relying on: (a) with regard to the claims based on non-contractual liability, 
Article 7(2) of Regulation No 1215/2012 (K. P.SP. states that the alleged harmful 
event occurred in Poland and that jurisdiction to hear the dispute therefore lies 
with the Polish courts) and (b) with regard to the claims based on contractual 
liability, that E. B.SP. is a third party to the contract containing the jurisdiction 
clause and that its status as assignee does not entitle it to rely on that clause. 
6 By judgment of 19 December 2022, the Specialised Court of Cluj upheld the plea 
of lack of international jurisdiction raised by K. P.SP., and therefore dismissed the 
appeal as not falling within the jurisdiction of the Romanian courts. 
7 On 11 April 2023, E. B.SP. appealed that judgment before the Court of Appeal of 
Cluj. 
The essential arguments of the parties in the main proceedings 
8 The applicant submits that, pursuant to Article 509(2) of the Polish Civil Code, in 
the case of an assignment of claim agreement, the associated rights are transferred 
to the assignee together with the claim, particularly any claim in respect of default 
interest. The applicant points out that the assignment of the claim entails a transfer 
of the claim to the assignee, but not a transfer of the assignor’s obligations to the 
assigned debtor. The applicant also notes that, according to the case-law of the 
Sąd Najwyższy (Supreme Court, Poland), together with the transferred claim there 
is also a transfer of the associated rights, including the possibility of bringing 
proceedings before a court identified in an agreement on the prorogation of 
jurisdiction. 
9 E. B.SP. refers to the principles arrived at in the case-law of the Court of Justice 
on the interpretation of Article 25 of Regulation No 1215/2012, namely the 
judgments in Cases C-543/10, C-352/13, C-519/19 and C-436/16. It further states 
that the purpose of a jurisdiction clause is to determine the jurisdiction of the court 
seised in the event of an existing or potential conflict, in accordance with the 
consensus of the parties. Moreover, in its case-law the Court imposes alternative 
criteria for the tests that the national court must perform to determine the 
effectiveness of a jurisdiction clause, namely the third party’s consent or the fact 
that it has succeeded to the rights and obligations of the original contracting party. 
10 The applicant considers that the third party’s acceptance of the jurisdiction clause, 
regardless of when it gave its consent, is sufficient to give effect to that clause. In 
addition, a new consensus is no longer required from the contracting party since it 
is already bound by that clause from the moment it accepted it. Therefore, the 
national court is no longer required to examine the matter of the rights and 
obligations of the original contracting party being assumed by the third party, such 
E. B.SP. 
 
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examination being required as a subsidiary and alternative criterion to test the 
effectiveness of the jurisdiction clause. 
11 The applicant further submits that the factual premises of the judgments in Cases 
C-543/10, C-352/13 and C-519/19 are different from those in the main 
proceedings, since in those cases the third party had brought an action against a 
party that had signed a contract on the basis of the rules of general law on 
jurisdiction, and the party signing the contract containing a jurisdiction clause had 
relied on that clause against the third party. At the same time, in Case C-436/16, 
the dispute was initiated by a party that had agreed to a jurisdiction clause against 
a third party before a court chosen on the basis of rules other than Article 25 of 
Regulation No 1215/2012; the third party, which had no connection with that 
clause, had relied on it to dispute the jurisdiction of the court seised. Unlike those 
cases, in the main proceedings, the applicant is the assignee of a claim arising 
from the subcontracting agreement containing the jurisdiction clause. It would 
therefore be entitled to rely on that clause to appeal before the court chosen by the 
parties in the original contract. 
12 E. B.SP. points out that the succession of the third party to the rights and 
obligations of the original party to the contract becomes relevant – as a 
subordinate condition for the applicability of the jurisdiction clause – if the party 
that accepted that clause enforces it against the third party, hence the need to 
clarify the question whether the third party is required to comply with the 
agreement on jurisdiction. In the main proceedings, however, the third party is 
under no obligation to comply with the jurisdiction clause. On the contrary, the 
third party exercises its right to rely on that clause on the basis of the effects of the 
assignment of the claim under the national law applicable to the merits of the case. 
13 Lastly, the applicant submits that the entire case-law of the Court of Justice on the 
interpretation of Article 25 of Regulation No 1215/2012 in the matter of bills of 
lading (C-71/83, C-159/97, C-387/98), insurance contracts (C-201/82) and 
company agreements (C-214/89) supports the view that the agreement on 
jurisdiction is also enforceable against a third party who assumes the rights and 
obligations of the signatory to that agreement. Likewise, a person who is not a 
party to the contract and who acquires rights thereunder may rely on the 
jurisdiction clause; the consent given by the other party when entering into the 
contract is sufficient, provided that it has been clearly expressed in the terms of 
the contract. 
14 The applicant left it to the discretion of the referring court to decide whether to 
use the preliminary ruling mechanism under Article 267 TFEU, although it 
considered that a reference for a preliminary ruling would be useful. 
15 The defendant expressed a procedural position diametrically opposed to that of the 
applicant, centred on the principle of an interpretation of Article 25 of Regulation 
No 1215/2012 in the light of the principle of the freedom of contract and the 
intuitu personae character of the jurisdiction clause. 
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16 According to the defendant, the jurisdiction clause is only effective between the 
parties to the contract, and not against a third party. That finding is based on the 
intuitu personae character of the clause in question, which is negotiated by the 
parties and relates solely to the contractual party with whom it was agreed. Given 
that, under Article 25 of Regulation No 1215/2012, the substantive condition for 
the validity of the jurisdiction clause is a specific indication of the legal 
relationship leading to the potential dispute to be resolved by the relevant court, 
there must always be an agreement on jurisdiction between the parties to the 
dispute. Since that agreement is independent, it must be assessed separately from 
the underlying contract. One argument in that respect is that, under Regulation 
No 1215/2012, the agreement on jurisdiction referred to in Article 25 is governed 
independently from the issue of national laws relating to the parties’ 
commitments. 
17 K. P.SP. also pointed out that the rules contained in Article 25 are based on the 
principle of the autonomy of the parties, as enshrined in recital 19 of Regulation 
No 1215/2012. It notes that, according to that principle, a third party cannot 
enforce a jurisdiction clause against the signatory of that clause, since the latter’s 
consent to that clause was given on the basis of its legal relationship with the other 
party to the contract and is limited to its dealings with that party, and not with 
third parties who have acquired rights derived from the original contract. 
18 Lastly, the defendant argued that the rule contained in Article 25 of Regulation 
No 1215/2012 is an exception and must therefore be interpreted and applied 
strictly, since the situation provided for in that rule is that an agreement exists 
between the parties under which jurisdiction to hear the dispute in relation to a 
particular legal relationship has been conferred on a court of a Member State, and 
it is therefore necessary that the agreement on jurisdiction originates from the 
parties to the dispute themselves. 
19 In principle, the defendant objected to the reference for a preliminary ruling to the 
Court of Justice and put forward, in the alternative, four questions that highlight 
the need to interpret Article 25 of Regulation No 1215/2012. 
Succinct presentation of the reasoning in the request for a preliminary ruling 
20 The referring court finds that the two variants of interpretation of Article 25 of 
Regulation No 1215/2012 put forward by the parties are plausible in the specific 
case in which the third party relying on the jurisdiction clause is the assignee of 
claims arising from the contract containing that clause and, under the national law 
chosen as lex causae (Polish law, in the present case), the assignee only assumes 
the claim and ancillary rights, and not the obligations by which the original 
contracting party was bound. 
21 Specifically, the difficulty of interpreting Article 25 of Regulation No 1215/2012 
facing the appeal court is the fact that, although it has not entirely succeeded to all 
the rights and obligations of the assignor, the third-party assignee relies on the 
E. B.SP. 
 
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jurisdiction clause, thereby exercising a right against the assigned debtor who 
accepted that clause by signing the contract. 
22 With regard to the applicant’s grounds for relying on the jurisdiction clause – 
namely the fact that, according to the national law applicable to the merits of the 
case, the applicant has assumed rights that are ancillary to the claim – the referring 
court states that, although in principle the characterisation of the right to apply to a 
certain court, on the basis of an agreement on jurisdiction, as a right ancillary or 
otherwise to the assigned claim, may be a matter that falls within the provisions of 
national law, the fact remains that the assignee relies on the jurisdiction clause in 
the contract by exercising a right contractually recognised in favour of the 
assignor, rather than on the basis of a binding obligation for the assignee. 
23 Moreover, the referring court admits that the spirit and purpose of the rules on 
jurisdiction clauses contained in Regulation No 1215/2012 are undeniably found 
in the principle of the autonomy of the parties to the contract, according to which 
the parties’ consensus on a particular court must prevail in present or future 
disputes arising from a given legal relationship. In accordance with that principle, 
an agreement on jurisdiction can only be effective in relation to the parties who 
signed that agreement; a third party, even if it acquires some of the rights arising 
from the underlying contract, does not seem to be entitled to rely on the agreement 
on jurisdiction, which is only binding on the original parties to the contract. In that 
regard, the referring court refers to the judgments of the Court of Justice in Case 
C-436/16 (paragraphs 35 to 37) and Case C-519/19 (paragraphs 42 to 44), which 
mention the fact that the consensus of the parties to the jurisdiction clause must be 
established for both parties to the dispute – both the party relying on the clause 
and the party against whom the clause is being enforced – and that the consent of 
the party that agreed to the clause must be assessed in relation to the other party in 
the dispute. 
24 As to the Court’s extensive case-law on the interpretation of Article 25 of 
Regulation No 1215/2012 in certain specialised sectors, such as bills of lading 
(C-71/83, C-l59/97, C-387/98), insurance (C-201/82) and companies (C-214/89), 
the referring court submits that that interpretation is limited to the sectors in 
question. 
25 The referring court observes that the criteria set out in the Court’s case-law to give 
effect to a jurisdiction clause were decided in cases in which that clause was 
enforced against the third party, where it was necessary to establish whether that 
third party had expressed an agreement to that effect or, if not, whether it had 
succeeded to all the rights and obligations of the parties, thereby assuming the 
obligation to comply with that clause (Cases C-543/10, C-352/13 and C-519/19). 
It notes that only in Case C-436/16 was the jurisdiction clause relied on by a third 
party. However, in the main proceedings, the jurisdiction clause is not enforced 
against the third party in order to test whether it is effective, in accordance with 
the criteria set out in the Court’s case-law. 
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26 The referring court thus considers it useful to submit several questions to clarify 
(i) how to interpret Article 25 of Regulation No 1215/2012 in the specific case in 
which the jurisdiction clause is relied on by an assignee who has acquired, under 
an assignment of claim agreement, rights arising from the underlying contract 
containing the jurisdiction clause, (ii) whether the procedural position of the party 
that agreed to the jurisdiction clause is relevant for the effectiveness or otherwise 
of that clause, and (iii) whether, to give effect to the clause relied on by the third 
party, a new consensus is necessary from the party that accepted that clause. 
27 The referring court is hearing the main proceedings as the appeal court and its 
decision will be final.