Oberster Gerichtshof, Urteil vom 02/10/2003 6 Ob 176/03f
Decision by national courts in the field of European Union law — ECLI:AT:OGH0002:2003:0060OB00176.03F.1002.000
Date: 2003-10-02
Subject matter: Brussels Convention of 27 September 1968
Origin: Austria

82003AT1002(03)_ENG_SUMJURE
JURE SUMMARY
JURE SUMMARY
The Austrian plaintiffs were the owners of shares in a public company, for which the defendant, having its seat in Germany, made a public take over bid. In this scope, the defendant sent, inter alia, a written sample sales agreement for the execution of the sale of the shares. The latter also contained a jurisdiction clause in favour of the courts of Vienna (AT). The plaintiffs approvingly filled out several of the attached forms and sent them back to the defendant. Henceforth, they sought payment of the sales price from the defendant. The defendant contested the validity of the jurisdiction clause and challenged the jurisdiction of the Austrian courts. Both, the court of first instance and the appellate court held that the plaintiff’s bid did not sufficiently relate to the forwarded sample contract, so that it did not form part of the bid.
The OGH (AT) holds that the public take over bid by the defendant in a newspaper advertisement refers to corresponding documents, inter alia, to a sample sales agreement. This contains binding contractual conditions, which the defendant could modify unilaterally. The plaintiffs accepted the defendant's bid, inter alia, by filling out and writing out the forms, which served as individual completion of the sample agreement. Thereby, they likewise agreed with the jurisdiction suggested by the defendant. This volition is sufficiently documented in writing according to Article 17 Brussels Convention and this case in no way involves a hidden jurisdiction clause, which incidentally only burdens the defendant who formulated it itself.