62024CJ0282_RES
Case C‑282/24
PolismyndighetenvKonkurrensverket
(Request for a preliminary ruling from the Högsta förvaltningsdomstolen)
Judgment of the Court (Third Chamber) of 16 October 2025
(Reference for a preliminary ruling – Public procurement – Directive 2014/24/EU – Article 72 – Modification of a framework agreement during its term – Value of the modification below the values laid down in Article 72(2) – Modification of the remuneration model of a framework agreement – Substantial modification of a framework agreement – Alteration of the overall nature of a framework agreement)
Approximation of laws – Procedures for the award of public works contracts, public supply contracts and public service contracts – Directive 2014/24 – Performance of the contract – Modification of contracts during their term without a new procurement procedure – Value of the modification below the values laid down in Article 72(2) – Alteration of the overall nature of a framework agreement – Concept – Modification of the remuneration model of the framework agreement resulting only in a marginal change in the total value of that framework agreement – Not included – Exception – Fundamental change in the balance of that framework agreement
(European Parliament and Council Directive 2014/24, Art. 72(2)
(see paragraphs 21-23, 26-30, 34-37, 41, 46-49, operative part)
Résumé
In the context of a dispute concerning a fine imposed on a contracting authority for making modifications of lesser value to framework agreements during their term without having initiated a new procurement procedure, the Court of Justice interprets the concept of ‘alteration of the overall nature of a contract’ in Article 72(2) of Directive 2014/24, (
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) which entails the initiation of a new procurement procedure.
After issuing a call for tenders for a contract for vehicle towing services, the Polismyndigheten (Swedish Police Authority, Sweden) concluded, in 2021, a framework agreement with Lidköpings Biltjänst Hyr AB. The call for tenders provided for a fixed price for the towing of vehicles within a 10 kilometre radius of the place where the vehicle was to be returned, and for an additional price per kilometre for transportation outside that radius.
In the same year, the Swedish Police Authority agreed with Lidköpings Biltjänst Hyr AB to amend the terms of remuneration laid down in the framework agreement, with the aim of evening out the distribution of costs between the various police areas. The effect of the modification was that the balance between fixed and variable prices was altered and the price levels were adjusted in such a manner that the total contract value did not change to more than a marginal degree.
The Konkurrensverket (Swedish Competition Authority) brought an action before the Förvaltningsrätten i Stockholm (Administrative Court, Stockholm, Sweden) seeking the imposition of a fine on the Swedish Police Authority for having modified that framework agreement without having initiated a new procurement procedure. That court upheld that action, taking the view that the modifications at issue had to be regarded as substantial and altered the overall nature of the framework agreement concluded with Lidköpings Biltjänst Hyr.
Following the dismissal of the appeal brought by the Swedish Police Authority, that authority brought an appeal on a point of law before the Högsta förvaltningsdomstolen (Supreme Administrative Court, Sweden), which is the referring court. The Supreme Administrative Court finds that, according to the calculation made by the Swedish Police Authority, the value of the modifications made to that framework agreement is lower than the values laid down in Article 72(2) of Directive 2014/24. It is therefore necessary to determine whether the modifications can be regarded as having altered the overall nature of the framework agreement.
The referring court thus raises the question as to whether a modification of the method of remuneration provided for in a framework agreement which was awarded on the basis of the criterion of the lowest price, whereby the balance between fixed and variable prices is altered and the price levels are adjusted in such a manner that the total value of that framework agreement does not change to more than a marginal degree, must be regarded as altering the overall nature of that framework agreement, within the meaning of Article 72(2) of Directive 2014/24.
The Court concludes that such a modification must not be regarded as altering the overall nature of that framework agreement, unless the modification leads to a fundamental change in the balance of that agreement.
Findings of the Court
In order to determine the scope of the concept of an ‘alteration of the overall nature of a framework agreement’ in Article 72(2) of Directive 2014/24, the Court takes into account the wording of that provision, its context and the objectives pursued by that directive.
In the first place, by its terms, taken in their usual sense, that concept refers exclusively to modifications to framework agreements of such a kind that they result in the transformation of the contract or framework agreement in its entirety. Article 72(2) of Directive 2014/24 specifies that it is to apply ‘without any need to verify whether the conditions set out under … paragraph 4 [(a) to (d)] are met’. A modification which satisfies one of those conditions must, in accordance with Article 72(4) of that directive, be regarded as being substantial. Therefore, the question whether or not a modification to a framework agreement is substantial was not regarded by the EU legislature as being decisive for the purpose of determining whether that modification alters the ‘overall nature’ of that framework agreement within the meaning of Article 72(2) of Directive 2014/24.
In the second place, as regards the context of the latter provision, the Court points out that, in the light of Article 72(5) of Directive 2014/24, it constitutes a derogation from the principle that a framework agreement must not be modified without following a new procurement procedure, with the result that the power to modify laid down in Article 72(2) must be interpreted strictly. In that regard, it is true that the first paragraph of recital 107 of Directive 2014/24 refers implicitly to the case-law of the Court relating to situations prior to the application of Directive 2014/24, according to which, in essence, a new procurement procedure must be initiated where substantial modifications are made to the initial contract, such as modifications liable to call into question the award of the contract.
However, in providing, in the second paragraph of that recital, that ‘modifications to the contract resulting in a minor change of the contract value up to a certain value should always be possible without the need to carry out a new procurement procedure’, the EU legislature intended to qualify that case-law. It thus lays down a broad possibility of effecting, in a simplified manner, modifications which would normally require the use of a new procurement procedure, provided that those modifications remain below certain value thresholds, even though such a possibility has no basis in the case-law of the Court relating to situations prior to the application of Directive 2014/24.
In addition, it is apparent from a comparison of Article 72(1), (2) and (4) of Directive 2014/24 that the EU legislature chose to use different expressions to refer, first, to modifications altering the overall nature of a framework agreement and, second, to substantial modifications thereto.
Moreover, in the light of the structure of Article 72 of Directive 2014/24, an interpretation of that provision which would equate the concepts of substantial modifications and modifications altering the overall nature of a contract or a framework agreement would deprive Article 72(1)(a) and (c) and (2) of that directive of all effectiveness. Since those provisions are not applicable to modifications altering the overall nature of the contract or framework agreement concerned, equating those concepts would mean that those provisions allow only modifications which are not substantial to be adopted, which may, in any event, be done under Article 72(1)(e) of Directive 2014/24, without the need to carry out a new procurement procedure.
In the last place, as regards the objectives of Directive 2014/24, the Court notes that Article 72 of that directive aims to ensure compliance with the principles of equal treatment and transparency, while allowing contracting authorities to adopt a pragmatic solution for dealing with unforeseen circumstances requiring an adaption of a public contract during its term.
On the basis of all of those considerations, the Court considers that the concept of an alteration of the overall nature of a framework agreement is distinct from that of a substantial modification thereto. The former concept covers only the most significant substantial modifications which entail a fundamental change in the subject matter of the framework agreement or in the type of framework agreement concerned or a fundamental change in its balance, with the result that they may be regarded as being of such a kind that they result in the transformation of the framework agreement in its entirety.
It follows that the mere fact that a modification would have been capable of influencing the outcome of the initial procurement procedure for the award of the framework agreement concerned, as referred to in Article 72(4)(a) of Directive 2014/24, cannot, in itself, suffice to establish that that modification alters the overall nature of that framework agreement.
In that context, the Court points out that a modification to the method of remuneration of a framework agreement resulting in a marginal change in its total value cannot, in any event, entail a fundamental change in the subject matter of that framework agreement or in the type of framework agreement concerned.
However, it cannot be entirely ruled out that such a modification may lead, in exceptional circumstances, to a fundamental change in the balance of that framework agreement and therefore to an alteration of its overall nature. That will be the case if the revision of the remuneration method of the framework agreement concerned completely alters the general structure of that framework agreement, leading to the successful tenderer or tenderers being placed in a significantly more favourable position than that which would have resulted from the application of the method of remuneration initially agreed on.
(
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)	Directive 2014/24/EU of the European Parliament and of the Council of 26 February 2014 on public procurement and repealing Directive 2004/18/EC (OJ 2014 L 94, p. 65). In essence, Article 72(2) of that directive provides for the possibility of making modifications of limited value to a public contract or a framework agreement without the need for a new procurement procedure, provided, however, that those modifications do not alter the overall nature of the contract or framework agreement.