Višje sodišče v Celju; 2020-02-05; A. A., B. B., M. G.m.b.H,; III Cpg 16/2020
Decision by national courts in the field of European Union law — ECLI:SI:VSCE:2020:III.CPG.16.2020
Date: 2020-02-05
Subject matter: Judicial cooperation in civil matters
Origin: Slovenia

82020SI0205(51)_ENG_SUMJURE
JURE summary
JURE summary
This case regards a question of international jurisdiction in an action concerning the exclusion of one of the partners from a joint venture, which was resolved by the Višje sodišče v Celju (hereinafter ‘the Court of Appeal’) in Slovenia.
Natural persons domiciled in Slovenia (hereinafter ‘the plaintiffs’) applied before the Okrožno sodišče v Celju (hereinafter ‘the Court of First Instance’) for the exclusion of a company domiciled in Austria (hereinafter ‘the defendant’) from a joint venture with its seat in Slovenia, where the defendant acted as one of the partners. The plaintiffs alleged that the defendant was causing damage to the company.
The plaintiffs relied on Article 24 of the Brussels I Regulation (recast) (1), according to which the exclusive jurisdiction ‘in proceedings which have as their object the validity of the constitution, the nullity or the dissolution of companies or other legal persons or associations of natural or legal persons … [shall have] the courts of the Member State in which the company, legal person or association has its seat’.
The Court of First Instance held that Article 24 cannot be applied to the present dispute since it is not the dissolution of the company which is sought by the action, but only the exclusion of one of its partners. Since the defendant is domiciled in Austria, neither does the general rule of jurisdiction provided by Article 4 of the Brussels I Regulation (recast) suggest the jurisdiction of the Slovenian courts. Therefore, the Court of First instance declared a lack of its jurisdiction to hear the case and dismissed the action.
The plaintiffs appealed to the Court of Appeal, which in its deliberations cited several cases of the Court of Justice of the European Union (CJEU) dealing with the relation between the general and exclusive jurisdiction under the Brussels regime. As is expressed in recital 16 to the Brussels I Regulation (recast), ‘in addition to the defendant’s domicile, there should be alternative grounds of jurisdiction based on a close connection between the court and the action or in order to facilitate the sound administration of justice’. In Case C-372/07 (2), the CJEU further provides that ‘the courts of the Member State in which the company has its seat appear to be those best placed to deal with such disputes, inter alia because it is in that State that information about the company will have been notified and made public. Exclusive jurisdiction is thus attributed to those courts in the interests of the sound administration of justice’. In the present case, the plaintiffs proved that the joint venture was established under Slovenian law, had registered office in Slovenia, had all general meetings held on the territory of Slovenia and that the partners exercised their management rights in Slovenia. The Court of Appeal added that if the partner is excluded from the joint venture, then all subsequent administrative formalities must also be carried out with the Slovenian authorities. Therefore, the Court of Appeal concluded that there can be no doubt that there is an incomparably close connection of the dispute with the courts of Slovenia as with the courts of Austria. Finally, the linguistic interpretation of Article 24 of the Brussels I Regulation (recast) would not be contrary to this conclusion since it also covers proceedings dealing with ‘associations of natural or legal persons’ and the current action seeks the dissolution of such an association.
The Court of Appeal granted the appeal and annulled the first instance 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) Judgment of the Court of Justice of 2 October 2008, Nicole Hassett v South Eastern Health Board and Cheryl Doherty v North Western Health Board, C-372/07, ECLI:EU:C:2008:534, paragraph 21.