Judgment — ECLI:EU:C:2008:534
Date: 2008-10-02
Language of the case: English
Court formation: First Chamber
Based on: Treaty establishing the European Economic Community (1957)
Subject matter: Area of freedom, security and justice;Judicial cooperation in civil matters
Concepts: Jurisdiction, recognition and enforcement of judgments – Civil and commercial matters
Procedure: Reference for a preliminary ruling
Origin: Ireland

Summary of the Judgment Judicial cooperation in civil matters – Jurisdiction and the enforcement of judgments in civil and commercial matters – Regulation No 44/2001 – Exclusive jurisdiction – Disputes involving companies and legal persons (Council Regulation No 44/2001, Art. 22, point 2) Point 2 of Article 22 of Regulation No 44/2001 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters is to be interpreted as meaning that proceedings in the context of which one of the parties alleges that a decision adopted by an organ of a company has infringed rights that it claims under that company’s Articles of Association do not concern the validity of the decisions of the organs of a company within the meaning of that provision. In order for point 2 of Article 22 of Regulation No 44/2001 to apply, it is not sufficient that a legal action involve some link with a decision adopted by an organ of a company. The essential objective pursued by the exception to the general rule of jurisdiction established by that provision, whereby exclusive jurisdiction is attributed to the courts of the Member State in which a company has its seat, is one of centralising jurisdiction in order to avoid conflicting judgments being given as regards the existence of a company or as regards the validity of the decisions of its organs. If all disputes involving a decision by an organ of a company were to come within the scope of that article, that would mean that all legal actions brought against a company – whether in matters relating to a contract, or to tort or delict, or any other matter – would almost always come within the jurisdiction of the courts of the Member State in which the company has it seat. Moreover, such an interpretation would make the exceptional jurisdiction established by point 2 of Article 22 applicable in the case of disputes which would not give rise to conflicting judgments as regards the validity of the decisions of the organs of a company and also in the case of disputes which do not require any examination of the publication formalities applicable to a company. Such an interpretation would thus have the effect of extending the scope of point 2 of Article 22 of Regulation No 44/2001 beyond what is required by its objective. It follows that the scope of application of that provision covers only disputes in which a party is challenging the validity of a decision of an organ of a company under the company law applicable or under the provisions governing the functioning of its organs, as laid down in its Articles of Association. (see paras 19-20, 22-26, operative part)