Information;Judgment — ECLI:EU:C:2025:401
Date: 2025-06-05
Language of the case: Slovak
Court formation: Eighth Chamber
Subject matter: Consumer protection;Approximation of laws
Procedure: Reference for a preliminary ruling
Origin: Slovakia

Translation C-280/24 – 1 
Case C-280/24 [Malicník] i 
Request for a preliminary ruling 
Date lodged: 
23 April 2024 
Referring court: 
Krajský súd v Prešove (Slovakia) 
Date of the decision to refer: 
25 March 2024 
Appellant and applicant at first instance: 
A.B. 
Other party to the proceedings, defendant at first instance: 
Slovenská sporiteľňa, a.s. 
  
[…] 
ORDER 
The Krajský súd v Prešove (Regional Court, Prešov, Slovakia) […], in the case 
brought by A.B. […], the applicant at first instance, against Slovenská sporiteľňa, 
a.s. […], the defendant at first instance, for the determination of a loan as non-
interest-bearing and fee-free, for restitution based on unjust enrichment and for a 
finding that the terms of an agreement are inadmissible, as regards [A.B]’s appeal 
against the judgment handed down by the Okresný súd Prešov (District Court, 
Prešov, Slovakia) […] on 27 October 2023, 
hereby orders: 
According to Paragraph 162(1)(c) of the Civilný sporový poriadok (Code of Civil 
Procedure), the proceedings are stayed, and the following questions are referred to 
the Court of Justice of the European Union (‘the Court of Justice’) for a 
preliminary ruling: 
 
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 25. 3. 2024 – CASE C-280/24 
 
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1. Is there a conflict between EU law and case-law such as the judgment 
handed down by the Najvyšší súd Slovenskej republiky (Supreme Court of the 
Slovak Republic, Slovakia) on 28 February 2022, ref. 7Cdo 294/2019, according 
to which the requirement that the subject matter of the service for which the 
consumer must pay an arrangement fee be clear and intelligible is met if ‘it 
follows from the definition of the disputed fee that it is an arrangement fee, i.e. a 
fee for activities by the lender that are essential for the conclusion of the 
agreement and that form part of the lender’s internal management and the costs 
incurred by that lender, i.e. activities by the lender associated with arranging the 
loan, such as the drafting or conclusion of the agreement, etc.’, and also the 
amount of the fee was clearly set out? 
2. Does the extent of the expenses incurred by the lender in connection with 
the service associated with such a fee, and thus the question of whether the 
agreement should indicate the subject matter of that service, or the question of 
whether the fee is merely remunerative in nature and the lender is not obliged, 
when determining it, to take into account the expenses it has incurred in 
connection with providing the service associated with that fee, have any bearing 
on the assessment of whether the arrangement fee is inadmissible? 
3. If the arrangement fee is intended to reflect the expenses incurred by the 
lender in connection with the service associated with such a fee, is this relevant to 
the objectives set out in Article 6(1) of [Council Directive 93/13/EEC of 5 April 
1993 on unfair terms in consumer contracts] in situations where the lender 
transfers to the consumer, in the form of such a fee, all of the expenses borne by 
the lender in connection with providing the service associated with that fee, and 
where the subject matter of the service is in the interest of both parties to the 
agreement? 
Reasoning: 
Legal context 
European Union law 
Article 3(1) of Directive 93/13 states: 
‘A contractual term which has not been individually negotiated shall be regarded 
as unfair if, contrary to the requirement of good faith, it causes a significant 
imbalance in the parties’ rights and obligations arising under the contract, to the 
detriment of the consumer.’ 
Under Article 4 of that directive: 
‘1. Without prejudice to Article 7, the unfairness of a contractual term shall be 
assessed, taking into account the nature of the goods or services for which the 
contract was concluded and by referring, at the time of conclusion of the contract, 
MALICNÍK 
 
3 
to all the circumstances attending the conclusion of the contract and to all the 
other terms of the contract or of another contract on which it is dependent. 
2. Assessment of the unfair nature of the terms shall relate neither to the definition 
of the main subject matter of the contract nor to the adequacy of the price and 
remuneration, on the one hand, as against the services or goods supplie[d] in 
exchange, on the other, in so far as these terms are in plain intelligible language.’ 
Article 5 of Directive 93/13 states: 
‘In the case of contracts where all or certain terms offered to the consumer are in 
writing, these terms must always be drafted in plain, intelligible language. Where 
there is doubt about the meaning of a term, the interpretation most favourable to 
the consumer shall prevail. This rule on interpretation shall not apply in the 
context of the procedures laid down in Article 7(2).’ 
Law of the Slovak Republic 
According to Article 2(2) of the Code of Civil Procedure, legal certainty means a 
situation in which a person can reasonably expect his or her dispute to be settled 
according to the established decision-making practice of the supreme judicial 
bodies; in the absence of any such established practice, it also means a situation in 
which a person can reasonably expect his or her dispute to be settled fairly. 
According to Paragraph 53(1) of the Občiansky zakonnik (Civil Code), consumer 
contracts must not contain provisions that cause a significant imbalance in the 
rights and obligations of the contracting parties, to the detriment of the consumer 
(‘inadmissible terms’). This does not apply in the case of contractual terms 
relating to the main subject matter of the service and the adequacy of prices, 
provided that those contractual terms are expressed unambiguously, clearly and 
comprehensibly, or if the inadmissible terms have been negotiated individually. 
The dispute in the main proceedings and the questions referred for a 
preliminary ruling 
On 23 May 2012, a consumer instalment credit agreement was concluded between 
the applicant at first instance, as the consumer, and the defendant at first instance 
(the bank), as the lender; under that agreement, the bank granted the applicant at 
first instance a non-earmarked consumer loan of EUR 9 999 on the following 
terms: an annual interest rate of 16.90%; monthly instalments of EUR 189.14; a 
first instalment payment date of [20 July 2012] and 120 instalments in total; a 
final credit repayment date of 20 June 2022, an [annual percentage rate of change 
(APRC)] of 19.55%; an average APRC of 13.80%; and a total repayment amount 
of EUR 21 926.19. The loan was granted immediately and in full. The agreement 
also defined the arrangement fee as follows: 
Fees 
REQUEST FOR A PRELIMINARY RULING OF 25. 3. 2024 – CASE C-280/24 
 
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1 The Borrower shall be obliged to pay Fees to the Bank 
Name of the Fee Amount of the Fee in 
EUR 
Frequency 
Arrangement fee 169.00 One-off 
Administrative fee 2.99 Monthly 
Fee for credit insurance 6.40 Monthly 
 
– The reminder fee shall be EUR 25 for each reminder issued. 
– The Borrower shall pay the Fees referred to in the table in regular instalments 
in accordance with the frequency and payment dates of instalments for the 
Loan. 
The Fees referred to in this section shall be payable from the date on which the 
Credit Agreement is signed, and any changes to these Fees shall be governed by 
the Credit Agreement, the Terms of Credit and the General Conditions of Sale. 
The applicant at first instance brought an action before the Okresný súd Prešov 
(District Court, Prešov; ‘the District Court’), in which he claimed an infringement 
of his consumer rights. He claimed, inter alia, that the arrangement fee lacked 
transparency and was inadmissible, because the agreement did not specify which 
service was to be provided in exchange for that fee. 
In its first judgment of 30 November 2022, the District Court stated that it ‘does 
not share the view that the definition of the “arrangement fee” does not make it 
clear for which service the defendant is charging that fee. A logical and 
grammatical interpretation leads to the conclusion that the fee is being charged 
for the activities by the lender that are essential for the conclusion of the 
agreement, such as, in particular, the actual drafting of the agreement and other 
documents associated with arranging the loan.’ It therefore dismissed the action 
for a finding that the arrangement fee was inadmissible. 
In response to an appeal, on 22 August 2023 the Krajský súd v Prešove (Regional 
Court, Prešov; ‘the Regional Court’) set aside the judgment of the District Court 
in so far as it concerned the arrangement fee, referring, inter alia, to the judgment 
of the Court of Justice in Case C-224/19, in which the Court of Justice found that: 
‘In the light of the foregoing considerations, the answer to the eleventh question in 
Case C-224/19 is that Article 3(1) of Directive 93/13 must be interpreted as 
meaning that a term in a loan agreement concluded between a consumer and a 
financial institution which requires the consumer to pay an arrangement fee is 
capable of creating, to the detriment of the consumer, a significant imbalance in 
the rights and obligations of the parties as arising from that agreement, contrary 
to the requirement of good faith, where the financial institution does not 
demonstrate that that fee corresponds to services actually provided and to costs it 
has incurred, which is a matter for the referring court to verify.’ 
MALICNÍK 
 
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In a second judgment handed down on 27 October 2023, the District Court again 
dismissed the action for a finding that the arrangement fee was inadmissible. The 
District Court justified its decision to disregard the legal position of the court 
hearing the appeal on the grounds that a similar legal question had already been 
settled by the Najvyšší súd Slovenskej republiky (Supreme Court of the Slovak 
Republic, Slovakia; ‘the Supreme Court’), and that the ruling by the Supreme 
Court formed part of the established case-law that was binding on all courts. The 
ruling in question was a judgment handed down by the Supreme Court under ref. 
7Cdo/294/2019 […]. The District Court also cited the judgment of the Court of 
Justice in Case C-621/[17], from which it follows that it is not necessary to 
stipulate the specific services which are covered by those fees, but that it is vital 
that those terms of the agreement have been drafted in a clear and understandable 
manner. 
In response to an appeal by the applicant at first instance (now the appellant), the 
court hearing the appeal is assessing the arrangement fee in question. The court 
hearing the appeal contests the conclusions drawn by the District Court regarding 
the transparency of the arrangement fee, because the District Court essentially 
based those conclusions only on the name of the fee, and failed to familiarise itself 
with the mechanism by which it was calculated and the subject matter of the 
associated service. The District Court however gave its ruling on the basis of the 
ruling of the Supreme Court which has been published in the Zbierka súdnych 
rozhodnutí (Collection of Court Judgments) and which is binding on all courts 
(Article 2 of the Code of Civil Procedure). 
The Supreme Court, in Judgment 7Cdo/294/2019, found that: 
13. According to the judgment of the Court of Justice of 3 October 2019 in Case 
C-621/17, ‘Article 4(2) and Article 5 of Council Directive 93/13/EEC of 5 April 
1993 on unfair terms in consumer contracts must be interpreted as meaning that 
the requirement that a contractual term be drafted in plain, intelligible language 
does not require that non-individually negotiated contractual terms in a loan 
contract concluded with a consumer, such as those at issue in the main 
proceedings, which specify the exact amount of management charges and of a 
disbursement commission to be borne by the consumer, their method of 
calculation and the time when they have to be paid, also have to indicate all of the 
services provided in return for the amounts concerned;’ 
14. The appeal court points out that it follows from the definition of the fee in 
question that it is an arrangement fee, and is therefore charged for activities by 
the lender that are essential for the conclusion of the agreement and that form 
part of the lender’s internal management and the costs incurred by that lender, 
i.e. activities by the lender associated with arranging the loan, such as the 
drafting or the conclusion of the agreement, etc. The arrangement fee is therefore 
the price for the provision of the service by the lender, whereby an option for 
charging such a fee is provided by [Zákon č. 129/2010 Z. z. o spotrebiteľských 
úveroch a o iných úveroch a pôžičkách pre spotrebiteľov a o zmene a doplnení 
REQUEST FOR A PRELIMINARY RULING OF 25. 3. 2024 – CASE C-280/24 
 
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niektorých zákonov (Law No 129/2010 on consumer credit and other credits and 
loans for consumers and amending and supplementing certain laws)], and this 
option also results from the case-law of the Court of Justice. It cannot therefore 
be concluded, with regard to the negotiation of the arrangement fee, that an 
unfair contractual term is present. 
15. It is significant that it was for the appellant, who was in a position to assess 
the economic consequences arising from the Agreement, to decide on its 
conclusion, and that there was nothing to prevent him from approaching another 
entity if he believed that the arrangement fee, which was expressed in specific, 
plain and intelligible terms in the Agreement, was too high. In the appeal court’s 
view, it would be intolerable for an appellant who knew in advance that he or she 
would have to pay an arrangement fee and at the same time knew the amount of 
that fee nevertheless to conclude the agreement, i.e. consent to the fee and its 
amount, and subsequently take the view that that fee was an inadmissible 
contractual term. 
The court hearing the appeal considers that the position of the Supreme Court, and 
thus of the District Court, may be at odds with the case-law of the Court of 
Justice, in particular the judgments in Cases C-224/19 and C-565/21. Changes in 
interpretation may also be expected on the basis of the ruling in Case C-300/23. 
In particular, the court hearing the appeal calls into question the position of the 
Supreme Court that the subject matter of the service associated with the 
arrangement fee should relate to the bank’s internal management. In the view of 
the referring court, this is the very opposite of transparent, since the term 
‘internal’ suggests that these are matters concerning only the bank, which 
obviously hinders transparency. 
The Regional Court also has doubts as to whether it should be for the court, and 
not the lender, to identify the subject matter of the service associated with the 
arrangement fee on the basis of an illustrative list (‘…etc.’). Because a term of an 
agreement should, according to the case-law of the Court of Justice, be assessed 
according to the circumstances prevailing at the time that the agreement is 
concluded, it is crucial that the consumer be able to decide, at the time that the 
agreement is concluded, whether he or she wishes to pay for the service, and he or 
she thus needs to be familiar with that service. 
The court hearing the appeal considers that the very name of the fee is also 
potentially very suggestive in terms of the subject matter of the service given the 
overall context of the agreement, but believes that the name of the fee is only one 
of a number of features indicating the subject matter of the service. 
The Court of Justice has already ruled that it is important, when assessing 
inadmissibility, to ensure that the fee does not correspond to another term of the 
agreement. The Regional Court is particularly concerned by the District Court’s 
argument to the effect that if the arrangement fee were invalid, the bank would be 
MALICNÍK 
 
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obliged to increase the interest rate (‘It should be noted that the bank, when 
concluding the credit agreement, predicted that its profit would consist of the 
interest and the fees; if it had expected only the profit from the interest, this would 
undoubtedly have been reflected in the interest rate.’ – paragraph 59 of Judgment 
11Csp/72/2022–463 of 27 October 2023). 
The Regional Court has doubts as to whether the Supreme Court lent any weight 
whatsoever to the actual subject matter of the service associated with the 
arrangement fee. It therefore believes that the question to be referred for a 
preliminary ruling concerning the significance of the costs of the service 
associated with the bank fee and the burden of bearing those costs is of crucial 
significance. It is generally accepted that it would be much cheaper for consumers 
to draft a credit agreement and formulate the terms of the bank independently, or 
with the help of their own lawyers. Drafting agreements independently would 
however undermine the entire doctrine of protection resulting from Directive 
93/13, which is based on protection against unfair terms that have not been 
individually negotiated. 
It thus seems essential to clarify the case-law as regards familiarity with the actual 
service and the real subject matter of the service to be reimbursed by the consumer 
in connection with the fee. Having regard to the above, a further crucial question 
relates to whether the consumer should bear the burden of all the costs associated 
with the service, which is furthermore in the interest of the bank itself. The 
consumer has an interest in obtaining a loan, but the bank has an interest in the 
interest paid on the loan, and the Court of Justice could thus settle the issue of 
who should participate in the costs of the service associated with the arrangement 
fee. 
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