Judgment;Summary — ECLI:EU:C:2025:843
Date: 2025-10-30
Language of the case: Estonian
Court formation: Sixth Chamber
Procedure: Reference for a preliminary ruling
Origin: Estonia

Translation C-398/24 – 1 
Case C-398/24 [Pome] i 
Request for a preliminary ruling 
Date lodged: 
6 June 2024 
Referring court: 
Riigikohus (Estonia) 
Date of the decision to refer: 
5 June 2024 
Applicant and appellant: 
A 
Defendant and respondent 
B 
  
R I G I K O H U S (SUPREME COURT) 
Civil Chamber 
ORDER 
[…] 
Case     Action brought by A against B for payment of a debt 
and late-payment interest 
[…] 
Person bringing action and type of action Appeal lodged by A 
Parties to proceedings  Applicant A 
Defendant B 
 
i The name of the present case is a fictitious name. It does not correspond to the real name of any party to the proceedings. 
EN 
REQUEST FOR A PRELIMINARY RULING OF 5. 6. 2024 – CASE C-398/24 
 
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OPERATIVE PART 
1. The following question is referred to the Court of Justice of the 
European Union for a preliminary ruling: 
Is the fact that the validity of an agreement conferring jurisdiction is 
subject to the condition that the natural persons who have concluded it 
are acting in the course of economic and professional activity, as 
provided for in Paragraph 106(1)(1) of the Estonian Code of Civil 
Procedure, which provides that an agreement conferring jurisdiction 
concluded between natural persons is to be null and void if it infringes 
Paragraph 104(1) of the Code of Civil Procedure, under which a dispute 
between natural persons which is to be heard by a court pursuant to an 
agreement conferring jurisdiction must be connected with the economic 
or professional activity of both parties, a matter relating to the 
substantive validity of an agreement conferring jurisdiction within the 
meaning of the first sentence in fine of Article 25(1) (‘unless the 
agreement is null and void as to its substantive validity under the law of 
that Member State’) 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 (recast)? 
2. […] [staying of proceedings] 
FACTS OF THE CASE AND COURSE OF PROCEEDINGS 
1 On 23 October 2023, A (the applicant) brought an action for payment of a debt 
against B (the defendant) before the Harju Maakohus (Harju District Court). From 
the application it is apparent that A and B began cohabiting in Portugal in 2020. 
They acquired joint ownership of a flat there on 3 May 2022, each having an equal 
share. On 27 August 2022, they concluded an agreement under which the 
applicant transferred his half share of the flat to the defendant and the defendant 
acknowledged a liability vis-à-vis the applicant in return for the acquisition of the 
half share, including that the applicant had contributed EUR 150 000 to the 
acquisition and renovation of the flat and that the defendant was enriched by the 
acquisition of sole ownership of the flat in that amount at the expense of the 
applicant. In that respect, the parties agreed that the substantive law of the 
Republic of Estonia (in particular the Law of Obligations and the Law on the 
General Part of the Civil Code) should apply to the agreement (Clause 7 of the 
agreement) and that all disputes related to the agreement should be settled by 
negotiation and in good faith and, if the parties fail to reach an agreement, all 
disputes directly or indirectly related to the agreement should be resolved by the 
Harju Maakohus (Harju District Court), Republic of Estonia (Clause 8 of the 
agreement). The applicant takes the view that the action falls within the local 
POME 
 
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jurisdiction of the Estonian court by virtue of the agreement conferring 
jurisdiction between the parties. 
2 By order of 15 November 2023, the Harju Maakohus (Harju District Court) did 
not accept to give a ruling on the action, pursuant to Paragraph 371(1)(2) of the 
[Tsiviilkohtumenetluse seadustik (Code of Civil Procedure); ‘the TsMS’] on the 
ground that the action did not fall within its territorial jurisdiction. The District 
Court stated that, under Article 25(1) 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 
(recast); ‘Brussels I Regulation (recast)’), if the parties, regardless of their 
domicile, have agreed that a court or the courts of a Member State are to have 
jurisdiction to settle any disputes which have arisen or which may arise in 
connection with a particular legal relationship, that court or those courts are to 
have jurisdiction, unless the agreement is null and void as to its substantive 
validity under the law of that Member State. The District Court therefore 
examined whether the agreement conferring jurisdiction was null and void under 
Estonian law. […] Pursuant to Paragraph 106(1)(1) of the TsMS, an agreement 
conferring jurisdiction is null and void if it infringes Paragraph 104 of the TsMS. 
Since, in the present case, the dispute had no connection with the economic or 
professional activity of the parties (Paragraph 104(1) of the TsMS) and the 
agreement conferring jurisdiction had not been concluded in circumstances such 
as those set out in Paragraph 104(3)(1) or (2) of the TsMS, it was null and void 
under Paragraphs 106(1)(1) and 104(1) of the TsMS. 
3 The applicant lodged an appeal, requesting that the order of the District Court be 
set aside and the case referred back to the first instance court for a decision on the 
action. Article 25 of the Brussels I Regulation (recast) does not permit Member 
States to impose additional requirements concerning the validity of agreements 
conferring jurisdiction. The reference to the law of the Member State concerned in 
Article 25 of the Brussels I Regulation (recast) refers to national substantive law 
and not to procedural law. Therefore, the validity of the agreement must be 
examined in the light of substantive law (that is to say, in the Estonian context, 
primarily in the light of the Law on the General Part of the Civil Code [TsÜS] and 
the Law of Obligations [VÕS]) and not in the light of procedural law (such as 
Paragraph 104(1) of the TsMS). 
4 Pursuant to Paragraph 657(1)(1) of the TsMS, in conjunction with Paragraph 659 
thereof, the Tallinna Ringkonnakohus (Court of Appeal, Tallinn) upheld the order 
of the District Court by order of 6 December 2023 and dismissed the appeal. In 
the view of the Court of Appeal, the District Court correctly applied the provisions 
of the Brussels I Regulation (recast) and the TsMS. The Brussels I Regulation 
(recast) takes precedence over the provisions on international jurisdiction laid 
down in the TsMS, but Article 25(1) of that regulation referred back to national 
law by providing that an international agreement conferring jurisdiction could not 
be relied upon to establish jurisdiction if it was ‘null and void as to its substantive 
validity’ under the law of the Member State concerned. The Court of Appeal 
REQUEST FOR A PRELIMINARY RULING OF 5. 6. 2024 – CASE C-398/24 
 
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concurred with the District Court that, in addition to the provisions of substantive 
law, Paragraph 106(1) and 104(1) TsMS should also be applied when assessing 
whether the agreement conferring jurisdiction is valid in substantive terms under 
Estonian law. In the view of the Court of Appeal, the Brussels I Regulation 
(recast), under which the substantive validity of an agreement conferring 
jurisdiction is to be assessed in the light of national law, refers to the need to 
examine whether an agreement complies with the substantive requirements 
applicable in a Member State; in that respect, substantive requirements are 
compared with requirements as to form. Under Estonian law (Paragraph 104(1) of 
the TsMS), agreement conferring jurisdiction are in principle permitted only in 
respect of disputes connected with the economic or professional activity of the 
parties (with the exceptions set out in Paragraph 104(3) thereof). The type of 
disputes in respect of which an agreement conferring jurisdiction can be 
concluded is a matter of substance, not form. Therefore, an agreement conferring 
jurisdiction  which infringes Paragraph 104(1) of the TsMS is also null and void 
as to its substantive validity under national law within the meaning of 
Article 25(1) of the Brussels I Regulation (recast). 
ARGUMENTS OF THE PARTIES 
5 The applicant lodged an appeal, requesting that the case be referred back to the 
first instance court for a ruling. In its view, Paragraph 104(1) of the TsMS cannot 
be applied alongside the Brussels I Regulation (recast). The reference to the 
relevant national law in Article 25 of the Brussels I Regulation (recast) is solely a 
reference to substantive law. Neither the case-law of the Court of Justice nor the 
wording of the regulation indicates that the provisions of national law on 
jurisdiction can limit the scope of Article 25 of the Brussels I Regulation (recast). 
Consequently, the agreement conferring jurisdiction concluded between the 
parties is valid. 
6 In the view of the defendant, the Estonian court does not have territorial 
jurisdiction over the claim since the agreement conferring jurisdiction between the 
parties is null and void under Paragraphs 104(1) and 106(1)(1) of the TsMS. 
POSITION OF THE CHAMBER 
7 In the view of the Chamber, the decision as to whether the action should be 
accepted to be ruled on requires a preliminary ruling on the interpretation of 
Article 25(1) of the Brussels I Regulation (recast). […] 
8 In the present case, the courts have come to the conclusion that the agreement 
conferring jurisdiction concluded by the parties in favour of the Harju Maakohus 
(Harju District Court) is not valid under Article 25(1) of the Brussels I Regulation 
(recast), in conjunction with Paragraphs 106(1)(1) and 104(1) of the TsMS. 
Before the Riigikohus (Supreme Court) it is disputed whether the reference to the 
‘law of that Member State’ in Article 25(1) of the Brussels I Regulation (recast) 
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means, in the case of Estonian law, a reference to, inter alia, Paragraphs 106(1)(1) 
and 104(1) of the TsMS. 
9 Under Paragraph 106(1)(1) of the TsMS, an agreement conferring jurisdiction is 
null and void if it infringes Paragraph 104 of the TsMS. Under Paragraph 104(1) 
TsMS, a court may hear a case under an agreement conferring jurisdiction if the 
jurisdiction has been contractually agreed by the parties and the dispute is 
connected with the professional and commercial activity of both parties or if an 
agreement is connected with the economic and professional activities of one party 
and the other party is the State, a local government body or another legal person 
governed by public law, or if both parties are legal persons governed by public 
law. Under Paragraph 104(3)(1) and (2) of the TsMS, an agreement conferring 
jurisdiction is valid notwithstanding Paragraph 104(1) of the TsMS if jurisdiction 
was agreed in the event that the defendant moves its domicile, place of business or 
registered office abroad after the agreement was concluded or if its place of 
business, domicile or registered office is unknown at the time the action is 
brought, or if it was agreed after the dispute arose. 
10 In the view of the Chamber, there can be no dispute that Article 25(1) of the 
Brussels I Regulation (recast) refers to the law of the Member State as a whole, 
including the conflict-of-law rules, and not only to the rules of the substantive law 
of the Member State concerned. That is confirmed by recital 20 of the Brussels I 
Regulation (recast). In the case of Estonia, it follows from Article 1(2)(e) of 
Regulation (EC) No 593/2008 of the European Parliament and of the Council of 
17 June 2008 on the law applicable to contractual obligations (Rome I) that the 
conflict-of-law rules relevant to the present case are contained in the 
Rahvusvahelise eraõiguse seadus (Law on Private International Law) (REÕS). 
Under Paragraph 32(1) of the REÕS, the law of the country which the parties have 
agreed to apply will apply to an agreement. In the present case, the parties have 
agreed in Clause 7 of the debt agreement that Estonian substantive law (in 
particular the Law of Obligations and the Law on the General Part of the Civil 
Code) applies to the contract between them. Although the parties have 
simultaneously agreed that the application of the rules of private international law 
to the agreement is excluded, the parties cannot exclude the application of the 
conflict-of-laws rules to the agreement conferring jurisdiction under the (conflict-
of-laws) rules of private international law applicable in Estonia. Moreover, 
Paragraph 6(3) of the REÕS provides that where the REÕS (for example, 
Paragraph 32(1) thereof) provides for the application of the law of a foreign State, 
only the substantive law of that State is to apply to contracts. In the view of the 
Chamber, the same applies if in an agreement the application of Estonian law is 
agreed. It follows from the foregoing that the agreement conferring jurisdiction 
concluded between the parties must be examined in the light of the provisions of 
Estonian substantive law. In the view of the Chamber, such substantive-law 
provisions may, as regards the validity of an agreement conferring jurisdiction, 
also be contained in the Rules of Procedure, in particular in Paragraphs 104 and 
106 TsMS. 
REQUEST FOR A PRELIMINARY RULING OF 5. 6. 2024 – CASE C-398/24 
 
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11 It is disputed whether there is a question of the substantive validity of an 
agreement conferring jurisdiction within the meaning of Article 25(1) of the 
Brussels I Regulation (recast) if the validity of an agreement conferring 
jurisdiction under Estonian law is subject to the condition that the natural persons 
who are parties to the agreement are acting in the course of a commercial or 
professional activity, as provided for in Paragraphs 106(1)(1) and 104(1) of the 
TsMS. In the view of the Chamber, it is not clear from the wording of 
Article 25(1) of the Brussels I Regulation (recast) and the case-law of the Court of 
Justice on agreements conferring jurisdiction whether a court may apply a rule 
such as Paragraph 106(1)(1) and Paragraph 104(1) of the TsMS when assessing 
the validity of an agreement conferring jurisdiction pursuant to Article 25(1) of 
the Brussels I Regulation (recast), that is to say whether the substantive validity of 
an agreement conferring jurisdiction, in addition to, for example, the matter of 
whether a party who concluded such an agreement had legal capacity or whether 
the agreement was contrary to public policy or to accepted principles of morality, 
also includes the matter of whether the natural person who has concluded the 
agreement must have acted in the course of an economic or professional activity 
in that respect or whether the agreement must have been concluded after the 
dispute arose. In the Chamber’s view, it is particularly unclear whether the 
exercise of an economic and professional activity by natural persons is a 
substantive requirement and whether the possibility of providing for it is left to the 
national legislature or whether it is a question which is not a question of the 
substantive validity of an agreement conferring jurisdiction within the meaning of 
Article 25(1) of the Brussels I Regulation (recast). 
12 In the light of the foregoing, the Chamber considers that it is necessary to make a 
reference for a preliminary ruling to the Court of Justice of the European Union 
[…]. 
[…][repetition of the question referred] 
13 […] [staying of proceedings] 
[…]