62023CJ0537_RES
Case C‑537/23
Società Italiana Lastre SpA (SIL)
v
Agora SARL
(Request for a preliminary ruling from the Cour de cassation (France))
Judgment of the Court (First Chamber) of 27 February 2025
(Reference for a preliminary ruling – Judicial cooperation in civil and commercial matters – Regulation (EU) No 1215/2012 – Article 25(1) – Agreement conferring jurisdiction – Assessment of the validity of the agreement – Imprecise and asymmetric nature – Applicable law – Concept of ‘null and void as to its substantive validity’)
Judicial cooperation in civil matters – Jurisdiction and the enforcement of judgments in civil and commercial matters – Regulation No 1215/2012 – Prorogation of jurisdiction – Agreement conferring jurisdiction – Assessment of the validity of the agreement – Complaints alleging imprecision and asymmetry – Criteria for assessment – Autonomous criteria derived from Article 25 of the regulation – Whether permissible – Criteria relating to ‘null and void as to its substantive validity’ – Not permissible
(European Parliament and Council Regulation No 1215/2012, Art. 25(1))
(see paragraphs 32-54, operative part 1)
Judicial cooperation in civil matters – Jurisdiction and the enforcement of judgments in civil and commercial matters – Regulation No 1215/2012 – Prorogation of jurisdiction – Agreement conferring jurisdiction granting more rights to one party than to the other – Validity – Conditions
(European Parliament and Council Regulation No 1215/2012, Art. 25(1) and (4))
(see paragraphs 56-68, operative part 2)
Résumé
Hearing a request for a preliminary ruling from the Cour de cassation (Court of Cassation, France), the Court of Justice interprets Article 25(1) and (4) of Regulation No 1215/2012 (
1
) and clarifies the criteria with regard to which the validity of an agreement conferring jurisdiction must be assessed where allegations of the imprecision or asymmetry of that agreement are raised, as well as the conditions for the validity of such an agreement pursuant to which one of the parties to the agreement may bring proceedings before the sole court that it designates, whereas the other party may bring proceedings before any court with jurisdiction.
For a project commissioned by two natural persons, Agora SARL, a company governed by French law, concluded a contract for the supply of panelling with Società Italiana Lastre SpA (SIL), a company governed by Italian law. That contract included an agreement conferring jurisdiction (‘the agreement conferring jurisdiction at issue’), which stipulated that the court of Brescia (Italy) would have jurisdiction over any dispute arising from or related to it. However, SIL reserved to itself the right to bring proceedings against the purchaser ‘before another competent court in Italy or elsewhere’.
After finding defects in the execution of the project in question, the owners of the project sued Agora and SIL for liability and compensation before the tribunal de grande instance de Rennes (Regional Court, Rennes, France). Agora brought an action on a guarantee against SIL, which, on the basis of the agreement conferring jurisdiction at issue, opposed that action on a guarantee on grounds of the lack of international jurisdiction of the French court. That argument having been rejected by a decision at first instance, which was upheld on appeal, SIL brought an appeal on a point of law before the Cour de cassation (Court of Cassation), the referring court.
That court, having doubts in respect of two questions relating to the validity of the agreement conferring jurisdiction at issue, decided to make a reference to the Court for a preliminary ruling. Its first question concerns whether, when assessing the validity of an agreement conferring jurisdiction, complaints alleging the imprecision or asymmetry of that agreement, must be examined in the light of autonomous criteria relating to causes of that agreement being ‘null and void as to its substantive validity’ defined by the law of the Member States in accordance with Article 25(1) of the Brussels Ia Regulation, or in the light of autonomous criteria which are derived from that article. In the second hypothesis, it wonders whether the agreement conferring jurisdiction in the present case is valid in the light of that article.
Findings of the Court
As regards the first question, referring to the criteria in the light of which allegations of the imprecision or asymmetry of an agreement conferring jurisdiction must be examined, the Court recalls, first of all, that the Brussels Ia Regulation does not define the concept of ‘null and void as to its substantive validity’, nor does it refer to the laws of the Member States for the definition of that concept. Therefore, an autonomous and uniform interpretation of that concept must be determined by considering its usual meaning in everyday language, while also taking into account the context in which it occurs and the objectives pursued by the legislation of which it forms part.
In that regard, it points out, in the first place, that, according to its usual meaning in everyday language, the term ‘substantive’ is used, in judgments and in procedural documents, to indicate that after having examined issues of jurisdiction, formal requirements and admissibility, the court addresses the very issues which relate to the subject matter of the proceedings, namely questions of fact or of law which the court must decide at the request of parties. However, since the first sentence of Article 25(1) of the Brussels Ia Regulation provides that the courts that the parties have agreed are to have jurisdiction shall have jurisdiction ‘unless’ the agreement conferring jurisdiction is ‘null and void as to its substantive validity’ under the law of the Member State whose courts are designated, that provision is merely indicates which national law applies as regards whether, notwithstanding the fact that all of the conditions of validity laid down in that article are satisfied, such an agreement is null and void on other grounds under that national law.
As regards, in the second place, the context of the legislation, outside the reference to the concept of ‘null and void as to its substantive validity’, Article 25(1) of the Brussels Ia Regulation lays down, in the first and third sentences, conditions for the substantive and formal validity for agreements conferring jurisdiction. That concept refers, therefore, to the general causes of nullity of a contract, namely those which vitiate consent, such as error, deceit, violence or fraud, and incapacity to contract, causes which, unlike the conditions of validity pertaining to the agreement conferring jurisdiction themselves, are not governed by the Brussels Ia Regulation but by the law of the Member State whose courts are designated.
In the third place, that interpretation is consistent with the objectives pursued by the Brussels Ia Regulation, in particular that of legal certainty which requires that the national court seised may easily decide on its own jurisdiction, without being obliged to examine the merits of the case.
In the fourth place, that interpretation is appropriate given the origins of Article 25(1) of the Brussels Ia Regulation.
In the present case, as regards, next, the assessment of whether an agreement conferring jurisdiction is sufficiently precise, the Court finds that, in accordance with Article 25(1) of the Brussels Ia Regulation, the validity of such an agreement requires the sufficiently precise identification of the objective factors agreed by the parties for the designation of the court or the courts to which they wish to submit disputes which have arisen or which may arise between them. In addition, the imposition of the requirement of precision necessarily assists in the attainment of the objectives of foreseeability, transparency and legal certainty, pursued by that regulation. That requirement for precision must therefore be examined having regard to autonomous criteria which are derived from that Article 25 as interpreted by the Court.
Lastly, as regards the assessment of the alleged asymmetry of an agreement conferring jurisdiction, in accordance with Article 25(4) of the Brussels Ia Regulation, such an agreement conferring jurisdiction has no legal force, inter alia, if it is contrary to the conditions for validity set out in Articles 15, 19 and 23 of that regulation. According to those latter articles, an agreement conferring jurisdiction retains its validity if it permits the weaker party to an insurance contract, a consumer contract or an employment contract to bring proceedings before courts other than those which are, in principle, competent pursuant to the provisions of Sections 3 to 5 of Chapter II of that regulation. By contrast, pursuant to Article 25(4), such an agreement is null and void if it provides for an exclusion of jurisdiction for the benefit of the insurer, co-contractor, consumer or employer. The assessment of whether an agreement conferring jurisdiction is asymmetric must be examined in the light of autonomous criteria which are derived from that Article 25 as interpreted by the Court.
The Court concludes therefrom that, when assessing the validity of an agreement conferring jurisdiction, complaints alleging the imprecision or asymmetry of that agreement, must be examined not in the light of criteria relating to matters which cause that agreement to be ‘null and void as to its substantive validity’ defined by the laws of the Member States, but in the light of autonomous criteria which are derived from Article 25(1) of the Brussels Ia Regulation.
As regards the second question, relating to the validity of an agreement conferring jurisdiction pursuant to which one of the parties thereto may only bring proceedings before the sole court that it designates whereas the other party may bring proceedings before, in addition to that court, any other competent court, the Court holds, in the first place, that the first sentence of Article 25(1) of the Brussels Ia Regulation cannot be interpreted as meaning that the parties must necessarily designate the courts of a single and the same Member State. To impose such a limit would be contrary to the freedom of choice of the parties.
Furthermore, the courts with jurisdiction pursuant to the provisions of Chapter II of the Brussels Ia Regulation confirm the fact that the parties may, in certain situations, bring proceedings before the courts of several Member States, including that of the defendant’s domicile, but also the place of performance of the contractual obligation, the place where the harmful event occurred or the domicile of another defendant.
In the second place, the courts of the Member States or States that are parties to the Convention on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters (
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) designated in the present case are, on the one hand, a particular court and, on the other hand, other courts which have jurisdiction pursuant to the provisions of Chapter II, Sections 1 and 2 of the Brussels Ia Regulation as well as of Title II, Sections 1 and 2 of that convention. An agreement conferring jurisdiction which designates with sufficient precision those courts satisfies the requirement of precision resulting from Article 25(1) of that regulation and the objectives of foreseeability, transparency and legal certainty, set out in recitals 15 and 16 of that regulation. That would amount to, in fact, a reference to the general rules of jurisdiction provided for by that regulation and that convention.
However, if, in referring to ‘another competent court … elsewhere’, the agreement conferring jurisdiction at issue must be interpreted as meaning that it also designates one or several courts of one or more States which are not Members of the European Union or parties to the Lugano II Convention, it would be contrary to the Brussels Ia Regulation on the ground that it would not be consistent with those objectives.
In the third place, as regards the validity of an agreement conferring jurisdiction which confers greater rights on one party than on the other, the asymmetric nature of such an agreement is not such as to call into question its validity on the basis of the requirements set out in Article 25 of the Brussels Ia Regulation, save in the cases expressly prohibited by that regulation. That article is based on the principle of the parties’ freedom of choice, to which the EU legislature has given priority. In addition, Articles 15, 19 and 23 of that regulation, to which Article 25(4) refers, explicitly permit the conclusion of agreements conferring jurisdiction which are asymmetric in favour of the weaker party to an insurance contract, a consumer contract or an employment contract. Thus, the asymmetric nature of such an agreement does not render it unlawful, if the parties have freely consented to it.
The Court concludes therefore that, in those circumstances, an agreement conferring jurisdiction, such as that in the main proceedings, is valid, in so far as, first, it designates courts of one or several States which are either Members of the European Union or parties to the Lugano II Convention, secondly, it identifies objective factors which are sufficiently precise to enable the court seised to ascertain whether it has jurisdiction, and, thirdly, it is not contrary to the provisions of Articles 15, 19 or 23 of that regulation and does not derogate from an exclusive jurisdiction pursuant to Article 24 thereof.
(
1
)	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 (OJ 2012 L 351, p. 1; ‘the Brussels Ia Regulation’).
(
2
)	Convention on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters, signed on 30 October 2007 (‘the Lugano II Convention’), the conclusion of which was approved on behalf of the European Community by Council Decision 2009/430/EC of 27 November 2008 (OJ 2009 L 147, p. 1).