62024CJ0279_RES
Case C‑279/24
AY
v
Liechtensteinische Landesbank (Österreich) AG
(Request for a preliminary ruling from the Oberster Gerichtshof)
Judgment of the Court (Fourth Chamber) of 4 December 2025
(Reference for a preliminary ruling – Judicial cooperation in civil matters – Regulation (EC) No 593/2008 – Article 3(1) and (2) – Choice of the applicable law – Article 6 – Scope – Contract concluded between a professional and a consumer residing in another Member State – Activity of the professional directed to the Member State in which the consumer has his or her habitual residence after the date of conclusion of the contract containing a choice-of-law clause)
Judicial cooperation in civil matters – Law applicable to contractual obligations – Convention on the law applicable to contractual obligations – Regulation No 593/2008 – Consumer contracts – Scope – Contract concluded between a professional and a consumer residing in another Member State – Activity of the professional directed to the Member State in which the consumer has his or her habitual residence after the date of conclusion of the contract containing a choice-of-law clause – Precluded
(European Parliament and Council Regulation No 593/2008, recitals 6, 11, 16 and 23 and Arts 3 and 6)
(see paragraphs 24-42, operative part)
Résumé
Ruling on a request for a preliminary ruling from the Oberster Gerichtshof (Supreme Court, Austria), the Court of Justice provides clarification on the law applicable to a consumer contract concluded between a consumer residing in one Member State and a bank established in another, in the light of the Rome I Regulation. (
1
)
In 2013, AY, a consumer residing in Italy, concluded a contract with the Austrian bank Liechtensteinische Landesbank (Österreich) AG (‘the bank’) to open a current account and a securities deposit account.
In accordance with the ‘General terms and conditions for banking transactions’ provided by the bank, and of which AY was aware, all legal relationships between the parties to the contract were governed by Austrian law. Furthermore, both when the contract was signed and when his client profile was subsequently updated, the person concerned had opted for an ‘execution-only relationship’.
In 2016, AY took part in an event organised in Padua (Italy) by an Italian investment company (‘the Padua event’), during which the managing director of that company presented a fund whose portfolio also included exchange-traded notes (ETNs). An employee of the bank also took part in that event in order to introduce the bank to the investors in attendance.
Some time later, AY, acting on his own initiative, purchased, through the bank, ETNs and shares in the fund which had been presented at the Padua event.
Taking the view that he had suffered financial loss as a result of those purchases, AY brought legal proceedings seeking compensation for damage on the ground that the bank had failed to fulfil its obligations to provide advice and information. He considers that Italian law, which is more advantageous to him than Austrian law, is applicable because, by appearing at the Padua event, the bank had directed its activity towards the Italian market. The lower courts rejected his claim, and AY brought the matter before the referring court, which made a reference to the Court of Justice for a preliminary ruling on the law applicable to the dispute in the main proceedings.
Findings of the Court
First of all, the Court reiterates the general rule that, in accordance with Article 3 of the Rome I Regulation, the contract is to be governed by the law chosen by the parties. Furthermore, Article 6 of that regulation, entitled ‘Consumer contracts’, provides, in paragraph 1 thereof, that a contract concluded by a consumer with a professional is to be governed by the law of the country where the consumer has his or her habitual residence, provided that the conditions set out in that provision are met, namely that the professional pursues his or her commercial or professional activities in the country where the consumer has his or her habitual residence, or that, by any means, he or she directs such activities to that country or to several countries including that country, and that the contract falls within the scope of such activities.
It is only where the contract at issue does not satisfy those conditions, which must be verified at the date of its conclusion, that that contract is governed by the law chosen by the parties. (
2
)
In the present case, on the date on which the contract concerned was concluded, the bank was not pursuing its commercial or professional activities in the country where the consumer had his habitual residence, and was not directing such activities to that country, with the result that those conditions were not met.
However, the bank subsequently directed its professional activities to the country in which the consumer had his habitual residence, with the result that that condition was satisfied after the contract concluded between that consumer and the bank was signed.
The Court then gives a literal, contextual and teleological interpretation of Article 6(1) of the Rome I Regulation.
Having regard to the literal interpretation, the wording of that provision does not make express provision for the possibility of changing the law applicable to a consumer contract if the conditions set out in that provision were not met at the date of conclusion of that contract, but are subsequently met during the course of the business relationship.
As regards the contextual and teleological interpretation, it should be recalled, first, that the Rome I Regulation seeks, inter alia, to ensure legal certainty in the European judicial area through highly foreseeable conflict-of-law rules.
Second, Article 3(2) of that regulation states that a change in the law applicable to a contract, as determined by the agreement of the parties at the time of conclusion of that contract, may result only from the agreement of those parties, whose freedom to choose the applicable law should, moreover, be one of the cornerstones of the system of conflict-of-law rules in matters of contractual obligations. In order to give full effect to the principle of the freedom of contract of the parties to a contract, it must be ensured that the choice freely made by those parties as regards the law applicable to their contractual relationship is respected.
Third, parties to a contract who are considered weaker should be protected by conflict-of-law rules that are more favourable to their interests than the general rules. However, an interpretation whereby it would be possible to derogate from the conflict-of-law rules laid down by the Rome I Regulation for determining the law applicable to consumer contracts, on the ground that another law would be more favourable to the consumer, would necessarily seriously undermine the general requirement of predictability of the law and, therefore, the principle of legal certainty in contractual relationships involving consumers.
In the light of all of the foregoing, the possibility of changing the law applicable to a consumer contract when the conditions set out in Article 6(1) of the Rome I Regulation were not met at the date of conclusion of that contract, but are subsequently met during the course of the commercial relationship, is excluded by the wording of that provision, the scheme and objectives pursued by that provision corroborating that interpretation. Moreover, such a change would undermine the choice of law made by the parties in accordance with Article 3(1) of that regulation.
(
1
)	Regulation (EC) No 593/2008 of the European Parliament and of the Council of 17 June 2008 on the law applicable to contractual obligations (Rome I) (OJ 2008 L 177, p. 6; ‘the Rome I Regulation’).
(
2
)	Article 3 and Article 6(1)(a) and (b) and (3) of the Rome I Regulation.