Proposal for a Council Decision on the signing by the European Community of the Convention on Choice-of-Court Agreements {SEC(2008) 2389} {SEC(2008) 2390}
Date: 2008-09-05
Institutions: European Commission
Subjects: Intergovernmental Convention (EU), exchange of information, international trade, judicial cooperation in criminal matters in the EU, signature of an agreement

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COMMISSION OF THE EUROPEAN COMMUNITIES 

Brussels, 5.9.2008 
COM(2008) 538 final 

Proposal for a 

COUNCIL DECISION 

on the signing by the European Community of the Convention on Choice-of-Court 
Agreements 

(presented by the Commission) 

{SEC(2008) 2389} 
{SEC(2008) 2390} 

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EXPLANATORY MEMORANDUM 

Objective 

1. 

2. 

3. 

The Convention on Choice-of-Court Agreements was concluded on the 30 June 2005 
under  The  Hague  Conference  on  Private  International  Law.  The  Convention  is 
designed to offer greater certainty and predictability for parties involved in business-
to-business agreements and international litigation by creating an optional worldwide 
judicial alternative to the existing arbitration system. 

Conclusion of the Convention by the Community would reduce legal uncertainty for 
EU  companies  trading  outside  the  EU  by  ensuring  that  choice-of-court  agreements 
included in their international trading contracts were respected, and by ensuring that 
the judgements issued by the courts designated in such agreements would be eligible 
for recognition in the other Contracting Parties to the Convention. 

The  European  Commission  negotiated  the  Convention  on  behalf  of  the  European 
Community  on  the  basis  of  a  Council  Decision,  and  the  resulting  Convention  is  in 
line with the negotiating guidelines given by the Council. 

Development of a common judicial area within the Community 

4. 

5. 

The European Community has set itself the objective of creating a genuine judicial 
area based on the principle of mutual recognition of judicial decisions. 

Conclusion  of  the  Convention  by  the  Community  would  complement  realisation  of 
the  aims  underlying  existing  Community  rules  on  recognition  and  enforcement  of 
judgments,  in  particular  Regulation  (EC)  44/2001  of  22  December  2000  on  the 
jurisdiction  and  recognition  and  enforcement  of  judgments  in  civil  and  commercial 
matters  (“the  Brussels  I  Regulation”),  by  creating  a  harmonised  set  of  rules  within 
the Community in respect of third countries which will become Contracting Parties 
to the Convention. 

The 2005 Choice-of-Court Convention 

6. 

7. 

The  objective  of  the  Convention  is  to  promote  international  trade  and  investment 
through  enhanced  judicial  cooperation  by  introducing  uniform  rules  on  jurisdiction 
based on exclusive choice-of-court agreements and on recognition and enforcement 
of  judgments  given  by  the  chosen  courts  in  its  Contracting  States.  The  aim  of  the 
Convention  is  to  improve  legal  certainty  and  predictability  in  enforcement  of 
decisions relating to international commerce. 

The Convention seeks to achieve a balance between (i) the need to guarantee to the 
parties that only the courts chosen by them will hear the case and that the resulting 
judgment will be recognised and enforced abroad, and (ii) the need to allow States to 
pursue  some  aspects  of  their  public  policy  related  in  particular  to  protection  of 
weaker  parties,  protection  against  serious  unfairness  in  particular  situations  and 
guaranteed respect for some grounds of exclusive jurisdiction of States. 

8. 

The relationship between the rules contained in the Convention and the existing and 
future Community rules is set out in Article 26(6) of the Convention as follows: 

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“This Convention shall not affect the application of the rules of a Regional Economic 
Integration Organisation that is a Party to this Convention, whether adopted before 
or after this Convention 

a) where none of the parties is resident in a Contracting State that is not a Member 
State of the Regional Economic Integration Organisation; 

9. 

10. 

b)  as  concerns  the  recognition  or  enforcement  of  judgments  as  between  Member 
States of the regional Economic Integration Organisation.” 

Consequently the Convention affects the application of the Brussels I Regulation if at 
least one of the parties is resident in a Contracting State to the Convention, with the 
exception of the rules on recognition and enforcement contained therein. 

The  Convention  contains  the  possibility  for  a  Regional  Economic  Integration 
Organisation  to  conclude  the  Convention  together  with  its  Member  States  (Article 
29) or alone, with the consequence of binding its Member States (Article 30). 

Commission proposals 

11. 

12. 

13. 

14. 

1 

According  to  the  jurisprudence  of  the  European  Court  of  Justice1,  the  issues  of 
international jurisdiction and recognition and enforcement of judgments with respect 
to 
third  countries  come  under  exclusive  external  Community  competence. 
Consequently,  the  European  Community  will  conclude  the  Convention  while  using 
Article 30 thereof. 

Article 30 of the Convention allows the European Community to make a declaration, 
at  the  time  of  signing,  acceptance,  approval  or  accession,  saying  that  it  exercises 
competence  over  all  the  matters  governed  by  the  Convention  and  that  its  Member 
States will not be Parties to the Convention, but shall be bound by it. In view of the 
political importance to third countries of the Community signing the Convention, it is 
advisable to make such a declaration at the time of signing to clarify the situation as 
to the lack of signatures by those Member States of the European Community which 
have transferred competence to the European Community. 

The  Commission  has  prepared  an  Impact  Assessment  on  conclusion  of  the 
Convention  by  the  European  Community  which  is  annexed  to  this  proposal.  The 
Impact Assessment concludes that conclusion of the Convention may be beneficial to 
promoting  legal  certainty  and  predictability  for  European  businesses  in  respect  of 
third countries. 

The Impact Assessment also indicates that it might be necessary for the Community 
to make a declaration under Article 21 of the Convention and thereby exclude from 
the  scope  of  the  Convention  matters  relating  to  insurance  contracts  where  the 
policyholder is domiciled in the EU and the risk or insured event, item or property is 
related exclusively to the EU and copyright and related rights where the validity of 
these rights is linked to a Member State. 

Judgment of the Court of 31 March 1971, Case 22-70, Commission v Council — European Agreement 
on Road Transport, Opinion 1/03 of the Court of 7 February 2006 on the competence of the Community 
to  conclude  the  new  Lugano  Convention  on  Jurisdiction  and  the  Recognition  and  Enforcement  of 
Judgments in Civil and Commercial Matters. 

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15. 

Declarations  under  Article  21  of  the  Convention  can  be  made  at  any  time.  It  is 
suggested that such declarations be made at the time of conclusion of the Convention 
by  the  Community,  as  the  feasibility  and  the  extent  of  such  exclusions  need  to  be 
further  examined.  This  process  will  also  be  informed  by  the  discussions  of  the 
follow-up  to  the  forthcoming  Commission  Report  on  application  of  the  Brussels  I 
Regulation. 

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Proposal for a 

COUNCIL DECISION 

on the signing by the European Community of the Convention on Choice-of-Court 
Agreements 

THE COUNCIL OF THE EUROPEAN UNION, 

Having  regard  to  the  Treaty  establishing  the  European  Community,  and  in  particular 
Article 61(c) and Article 300 thereof, 

Having regard to the proposal from the Commission2, 

Whereas: 

(1) 

(2) 

(3) 

The  Community  is  working  towards  the  establishment  of  a  common  judicial  area 
based on the principle of mutual recognition of judicial decisions. 

The  Convention  on  Choice-of-Court  Agreements  concluded  on  30  June  2005  under 
the  Hague  Conference  on  Private  International  Law,  (hereinafter  referred  to  as  the 
Convention)  makes  a  valuable  contribution  to  promoting  party  autonomy  in 
international  commercial  transactions  and  developing  predictability  of  judicial 
solutions in such transactions. 

The  Convention  affects  Community  secondary  legislation  on  jurisdiction  based  on 
choice by the parties and the recognition and enforcement of the resulting judgments, 
in  particular  Council  Regulation  (EC)  44/2001  of  22  December  2001  on  jurisdiction 
and the recognition and enforcement of judgments in civil and commercial matters3. 

(4) 

The Community has exclusive competence in all matters governed by the Convention. 

(5) 

(6) 

(7) 

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3 

Article 30 of the Convention allows the Community to sign, accept, approve or accede 
to the Convention. 

[The  United  Kingdom  and  Ireland  are  taking  part  in  the  adoption  and  application  of 
this Decision.] 

Denmark,  in  accordance  with  Articles  1  and  2  of  the  Protocol  on  the  position  of 
Denmark  annexed  to  the  Treaty  on  European  Union  and  the  Treaty  establishing  the 
European  Community,  is  not  taking  part  in  the  adoption  of  this  Decision  and  is 
therefore not bound by it nor subject to its application, 

OJ C , , p. . 
OJ  L  12,  16.01.2001,  p.1.  Regulation  as  last  amended  by  Regulation  (EC)  N°  1791/2006  (OJ  L  363, 
20.12.2006, p. 1). 

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HAS DECIDED AS FOLLOWS: 

Article 1 

Subject to a possible conclusion at a later date, the signing of the Convention on Choice-of-
Court agreements concluded at The Hague on 30 June 2005 is hereby approved on behalf of 
the Community. The President of the Council is hereby authorised to designate the person(s) 
empowered  to  sign,  on  behalf  of  the  European  Community,  the  Convention  on  Choice-of-
Court Agreements concluded at The Hague on 30 June 2005, subject to the conditions set out 
in Article 2. 

The text of the Convention is attached to this Decision. 

Article 2 

When  signing  the  Convention,  the  Community  shall  make  the  following  declaration  in 
accordance with Article 30 of the Convention: 

“The European Community declares, in accordance with Article 30 of the Convention, that it 
exercises  competence  over  all  the  matters  governed  by  this  Convention.  Its  Member  States 
will not sign, ratify, accept or approve the Convention, but shall be bound by the Convention 
by virtue of its conclusion by the European Community. 

For  the  purpose  of  this  declaration,  the  term  “European  Community”  does  not  include 
Denmark by virtue of Articles 1 and 2 of the Protocol on the position of Denmark annexed to 
the Treaty on European Union and the Treaty establishing the European Community [and the 
United  Kingdom  and  Ireland  by  virtue  of  Article  3  of  the  Protocol  on  the  position  of  the 
United  Kingdom  and  Ireland,  annexed  to  the  Treaty  on  European  Union  and  the  Treaty 
establishing the European Community]”. 

Done at Brussels, 

For the Council 
The President 
… 

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 ANNEX 

CONVENTION ON CHOICE OF COURT AGREEMENTS 

The States Parties to the present Convention, 

Desiring  to  promote  international  trade  and  investment  through  enhanced  judicial  co-
operation, 

Believing  that  such  co-operation  can  be  enhanced  by  uniform  rules  on  jurisdiction  and  on 
recognition and enforcement of foreign judgments in civil or commercial matters, 

Believing that such enhanced co-operation requires in particular an international legal regime 
that provides certainty and ensures the effectiveness of exclusive choice of court agreements 
between parties to commercial transactions and that governs the recognition and enforcement 
of judgments resulting from proceedings based on such agreements, 

Have resolved to conclude this Convention and have agreed upon the following provisions - 

CHAPTER I – SCOPE AND DEFINITIONS 

Article 1 Scope 

1. This Convention shall apply in international cases to exclusive choice of court agreements 
concluded in civil or commercial matters. 

2. For the purposes of Chapter II, a case is international unless the parties are resident in the 
same Contracting State and the relationship of the parties and all other elements relevant to 
the dispute, regardless of the location of the chosen court, are connected only with that State. 

3. For the purposes of Chapter III, a case is international where recognition or enforcement of 
a foreign judgment is sought. 

Article 2 Exclusions from scope 

1. This Convention shall not apply to exclusive choice of court agreements - 

a) to  which  a  natural  person  acting  primarily  for  personal,  family  or  household  purposes  (a 
consumer) is a party; 

b) relating to contracts of employment, including collective agreements. 

2. This Convention shall not apply to the following matters - 

a) the status and legal capacity of natural persons; 

b) maintenance obligations; 

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c) other  family  law  matters,  including  matrimonial  property  regimes  and  other  rights  or 
obligations arising out of marriage or similar relationships; 

d) wills and succession; 

e) insolvency, composition and analogous matters; 

f) the carriage of passengers and goods; 

g) marine  pollution,  limitation  of  liability  for  maritime  claims,  general  average,  and 
emergency towage and salvage; 

h) anti-trust (competition) matters; 

i) liability for nuclear damage; 

j) claims for personal injury brought by or on behalf of natural persons; 

k) tort  or  delict  claims  for  damage  to  tangible  property  that  do  not  arise  from  a  contractual 
relationship; 

l) rights in rem in immovable property, and tenancies of immovable property; 

m) the validity, nullity, or dissolution of legal persons, and the validity of decisions of their 
organs; 

n) the validity of intellectual property rights other than copyright and related rights; 

o) infringement of intellectual property rights other than copyright and related rights, except 
where  infringement  proceedings  are  brought  for  breach  of  a  contract  between  the  parties 
relating to such rights, or could have been brought for breach of that contract; 

p) the validity of entries in public registers. 

3. Notwithstanding  paragraph  2,  proceedings  are  not  excluded  from  the  scope  of  this 
Convention  where  a  matter  excluded  under  that  paragraph  arises  merely  as  a  preliminary 
question  and  not  as  an  object  of  the  proceedings.  In  particular,  the  mere  fact  that  a  matter 
excluded under paragraph 2 arises by way of defence does not exclude proceedings from the 
Convention, if that matter is not an object of the proceedings. 

4. This Convention shall not apply to arbitration and related proceedings. 

5. Proceedings  are  not  excluded  from  the  scope  of  this  Convention  by  the  mere  fact  that  a 
State, including a government, a governmental agency or any person acting for a State, is a 
party thereto. 

6. Nothing  in  this  Convention  shall  affect  privileges  and  immunities  of  States  or  of 
international organisations, in respect of themselves and of their property. 

Article 3 Exclusive choice of court agreements 

For the purposes of this Convention - 

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a) "exclusive  choice  of  court  agreement"  means  an  agreement  concluded  by  two  or  more 
parties that meets the requirements of paragraph c) and designates, for the purpose of deciding 
disputes which have arisen or may arise in connection with a particular legal relationship, the 
courts of one Contracting State or one or more specific courts of one Contracting State to the 
exclusion of the jurisdiction of any other courts; 

b) a choice of court agreement which designates the courts of one Contracting State or one or 
more  specific  courts  of  one  Contracting  State  shall  be  deemed  to  be  exclusive  unless  the 
parties have expressly provided otherwise; 

c) an exclusive choice of court agreement must be concluded or documented - 

i) in writing; or 

ii) by  any  other  means  of  communication  which  renders  information  accessible  so  as  to  be 
usable for subsequent reference; 

d) an exclusive choice of court agreement that forms part of a contract shall be treated as an 
agreement independent of the other terms of the contract. The validity of the exclusive choice 
of court agreement cannot be contested solely on the ground that the contract is not valid. 

Article 4 Other definitions 

1. In  this  Convention,  "judgment"  means  any  decision  on  the  merits  given  by  a  court, 
whatever  it  may  be  called,  including  a  decree  or  order,  and  a  determination  of  costs  or 
expenses  by  the  court  (including  an  officer  of  the  court),  provided  that  the  determination 
relates  to  a  decision  on  the  merits  which  may  be  recognised  or  enforced  under  this 
Convention. An interim measure of protection is not a judgment. 

2. For the purposes of this Convention, an entity or person other than a natural person shall be 
considered to be resident in the State - 

a) where it has its statutory seat; 

b) under whose law it was incorporated or formed; 

c) where it has its central administration; or 

d) where it has its principal place of business. 

CHAPTER II – JURISDICTION 

Article 5 Jurisdiction of the chosen court 

1. The  court  or  courts  of  a  Contracting  State  designated  in  an  exclusive  choice  of  court 
agreement shall have jurisdiction to decide a dispute to which the agreement applies, unless 
the agreement is null and void under the law of that State. 

2. A court that has jurisdiction under paragraph 1 shall not decline to exercise jurisdiction on 
the ground that the dispute should be decided in a court of another State. 

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3. The preceding paragraphs shall not affect rules - 

a) on jurisdiction related to subject matter or to the value of the claim; 

b) on the internal allocation of jurisdiction among the courts of a Contracting State. However, 
where  the  chosen  court  has  discretion  as  to  whether  to  transfer  a  case,  due  consideration 
should be given to the choice of the parties. 

Article 6 Obligations of a court not chosen 

A  court  of  a  Contracting  State  other  than  that  of  the  chosen  court  shall  suspend  or  dismiss 
proceedings to which an exclusive choice of court agreement applies unless - 

a) the agreement is null and void under the law of the State of the chosen court; 

b) a  party  lacked  the  capacity  to  conclude  the  agreement  under  the  law  of  the  State  of  the 
court seised; 

c) giving  effect  to  the  agreement  would  lead  to  a  manifest  injustice  or  would  be  manifestly 
contrary to the public policy of the State of the court seised; 

d) for exceptional reasons beyond the control of the parties, the agreement cannot reasonably 
be performed; or 

e) the chosen court has decided not to hear the case. 

Article 7 Interim measures of protection 

Interim measures of protection are not governed by this Convention. This Convention neither 
requires nor precludes the grant, refusal or termination of interim measures of protection by a 
court of a Contracting State and does not affect whether or not a party may request or a court 
should grant, refuse or terminate such measures. 

CHAPTER III – RECOGNITION AND ENFORCEMENT 

Article 8 Recognition and enforcement 

1. A  judgment  given  by  a  court  of  a  Contracting  State  designated  in  an  exclusive  choice  of 
court  agreement  shall  be  recognised  and  enforced  in  other  Contracting  States  in  accordance 
with this Chapter. Recognition or enforcement may be refused only on the grounds specified 
in this Convention. 

2. Without prejudice to such review as is necessary for the application of the provisions of this 
Chapter, there shall be no review of the merits of the judgment given by the court of origin. 
The court addressed shall be bound by the findings of fact on which the court of origin based 
its jurisdiction, unless the judgment was given by default. 

3. A  judgment  shall  be  recognised  only  if  it  has  effect  in  the  State  of  origin,  and  shall  be 
enforced only if it is enforceable in the State of origin. 

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4. Recognition or enforcement may be postponed or refused if the judgment is the subject of 
review in the State of origin or if the time limit for seeking ordinary review has not expired. A 
refusal  does  not  prevent  a  subsequent  application  for  recognition  or  enforcement  of  the 
judgment. 

5. This Article shall also apply to a judgment given by a court of a Contracting State pursuant 
to a transfer of the case from the chosen court in that Contracting State as permitted by Article 
5, paragraph 3. However, where the chosen court had discretion as to whether to transfer the 
case to another court, recognition or enforcement of the  judgment may be refused against a 
party who objected to the transfer in a timely manner in the State of origin. 

Article 9 Refusal of recognition or enforcement 

Recognition or enforcement may be refused if - 

a) the agreement was null and void under the law of the State of the chosen court, unless the 
chosen court has determined that the agreement is valid; 

b) a party lacked the capacity to conclude the agreement under the law of the requested State; 

c) the  document  which  instituted  the  proceedings  or  an  equivalent  document,  including  the 
essential elements of the claim, 

i) was not notified to the defendant in sufficient time and in such a way as to enable him to 
arrange  for  his  defence,  unless  the  defendant  entered  an  appearance  and  presented  his  case 
without  contesting  notification  in  the  court  of  origin,  provided  that  the  law  of  the  State  of 
origin permitted notification to be contested; or 

ii) was notified to the defendant in the requested State in a manner that is incompatible with 
fundamental principles of the requested State concerning service of documents; 

d) the judgment was obtained by fraud in connection with a matter of procedure; 

e) recognition or enforcement would be manifestly incompatible with the public policy of the 
requested State, including situations where the specific proceedings leading to the judgment 
were incompatible with fundamental principles of procedural fairness of that State; 

f) the  judgment  is  inconsistent  with  a  judgment  given  in  the  requested  State  in  a  dispute 
between the same parties; or 

g) the  judgment  is  inconsistent  with  an  earlier  judgment  given  in  another  State  between  the 
same  parties  on  the  same  cause  of  action,  provided  that  the  earlier  judgment  fulfils  the 
conditions necessary for its recognition in the requested State. 

Article 10 Preliminary questions 

1. Where  a  matter  excluded  under  Article  2,  paragraph  2,  or  under  Article  21,  arose  as  a 
preliminary question, the ruling on that question shall not be recognised or enforced under this 
Convention. 

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2. Recognition  or  enforcement  of  a  judgment  may  be  refused  if,  and  to  the  extent  that,  the 
judgment was based on a ruling on a matter excluded under Article 2, paragraph 2. 

3. However, in the case of a ruling on the validity of an intellectual property right other than 
copyright  or  a  related  right,  recognition  or  enforcement  of  a  judgment  may  be  refused  or 
postponed under the preceding paragraph only where - 

a) that ruling is inconsistent with a judgment or a decision of a competent authority on that 
matter given in the State under the law of which the intellectual property right arose; or 

b) proceedings  concerning  the  validity  of  the  intellectual  property  right  are  pending  in  that 
State. 

4. Recognition  or  enforcement  of  a  judgment  may  be  refused  if,  and  to  the  extent  that,  the 
judgment was based on a ruling on a matter excluded pursuant to a declaration made by the 
requested State under Article 21. 

Article 11 Damages 

1. Recognition  or  enforcement  of  a  judgment  may  be  refused  if,  and  to  the  extent  that,  the 
judgment awards damages, including exemplary or punitive damages, that do not compensate 
a party for actual loss or harm suffered. 

2. The  court  addressed  shall  take  into  account  whether  and  to  what  extent  the  damages 
awarded by the court of origin serve to cover costs and expenses relating to the proceedings. 

Article 12 Judicial settlements (transactions judiciaires) 

Judicial settlements (transactions judiciaires) which a court of a Contracting State designated 
in an exclusive choice of court agreement has approved, or which have been concluded before 
that court in the course of proceedings, and which  are  enforceable  in  the  same  manner  as  a 
judgment in the State of origin, shall be enforced under this Convention in the same manner 
as a judgment. 

Article 13 Documents to be produced 

1. The party seeking recognition or applying for enforcement shall produce - 

a) a complete and certified copy of the judgment; 

b) the exclusive choice of court agreement, a certified copy thereof, or other evidence of its 
existence; 

c) if  the  judgment  was  given  by  default,  the  original  or  a  certified  copy  of  a  document 
establishing  that  the  document  which  instituted  the  proceedings  or  an  equivalent  document 
was notified to the defaulting party; 

d) any documents necessary to establish that the judgment has effect or, where applicable, is 
enforceable in the State of origin; 

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e) in the case referred to in Article 12, a certificate of a court of the State of origin that the 
judicial settlement or a part of it is enforceable in the same manner as a judgment in the State 
of origin. 

2. If  the  terms  of  the  judgment  do  not  permit  the  court  addressed  to  verify  whether  the 
conditions  of  this  Chapter  have  been  complied  with,  that  court  may  require  any  necessary 
documents. 

3. An application for recognition or enforcement may be accompanied by a document, issued 
by a court (including an officer of the court) of the State of origin, in the form recommended 
and published by the Hague Conference on Private International Law. 

4. If the documents referred to in this Article are not in an official language of the requested 
State, they shall be accompanied by a certified translation into an official language, unless the 
law of the requested State provides otherwise. 

Article 14 Procedure 

The  procedure  for  recognition,  declaration  of  enforceability  or  registration  for  enforcement, 
and the enforcement of the judgment, are governed by the law of the requested State unless 
this Convention provides otherwise. The court addressed shall act expeditiously. 

Article 15 Severability 

Recognition  or  enforcement  of  a  severable  part  of  a  judgment  shall  be  granted  where 
recognition or enforcement of that part is applied for, or only part of the judgment is capable 
of being recognised or enforced under this Convention. 

CHAPTER IV – GENERAL CLAUSES 

Article 16 Transitional provisions 

1. This  Convention  shall  apply  to  exclusive  choice  of  court  agreements  concluded  after  its 
entry into force for the State of the chosen court. 

2. This Convention shall not apply to proceedings instituted before its entry into force for the 
State of the court seised. 

Article17 Contracts of insurance and reinsurance 

1. Proceedings under a contract of insurance or reinsurance are not excluded from the scope 
of  this  Convention  on  the  ground  that  the  contract  of  insurance  or  reinsurance  relates  to  a 
matter to which this Convention does not apply. 

2. Recognition  and  enforcement  of  a  judgment  in  respect  of  liability  under  the  terms  of  a 
contract  of  insurance  or  reinsurance  may  not  be  limited  or  refused  on  the  ground  that  the 

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liability under that contract includes liability to indemnify the insured or reinsured in respect 
of - 

a) a matter to which this Convention does not apply; or 

b) an award of damages to which Article 11 might apply. 

Article 18 No legalisation 

All  documents  forwarded  or  delivered  under  this  Convention  shall  be  exempt  from 
legalisation or any analogous formality, including an Apostille. 

Article 19 Declarations limiting jurisdiction 

A  State  may  declare  that  its  courts  may  refuse  to  determine  disputes  to  which  an  exclusive 
choice of court agreement applies if, except for the location of the chosen court, there is no 
connection between that State and the parties or the dispute. 

Article 20 Declarations limiting recognition and enforcement 

A State may declare that its courts may refuse to recognise or enforce a judgment given by a 
court of another Contracting State if the parties were resident in the requested State, and the 
relationship  of  the  parties  and  all  other  elements  relevant  to  the  dispute,  other  than  the 
location of the chosen court, were connected only with the requested State. 

Article 21 Declarations with respect to specific matters 

1. Where a State has a strong interest in not applying this Convention to a specific matter, that 
State may declare that it will not apply the Convention to that matter. The State making such a 
declaration shall ensure that the declaration is no broader than necessary and that the specific 
matter excluded is clearly and precisely defined. 

2. With regard to that matter, the Convention shall not apply - 

a) in the Contracting State that made the declaration; 

b) in  other  Contracting  States,  where  an  exclusive  choice  of  court  agreement  designates  the 
courts, or one or more specific courts, of the State that made the declaration. 

Article 22 Reciprocal declarations on non-exclusive choice of court agreements 

1. A Contracting State may declare that its courts will recognise and enforce judgments given 
by courts of other Contracting States designated in a choice of court agreement concluded by 
two or more parties that meets the requirements of Article 3, paragraph c), and designates, for 
the  purpose  of  deciding  disputes  which  have  arisen  or  may  arise  in  connection  with  a 
particular  legal  relationship,  a  court  or  courts  of  one  or  more  Contracting  States  (a  non-
exclusive choice of court agreement). 

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2. Where recognition or enforcement of a judgment given in a Contracting State that has made 
such a declaration is sought in another Contracting State that has made such a declaration, the 
judgment shall be recognised and enforced under this Convention, if - 

a) the court of origin was designated in a non-exclusive choice of court agreement; 

b) there exists neither a judgment given by any other court before which proceedings could be 
brought  in  accordance  with  the  non-exclusive  choice  of  court  agreement,  nor  a  proceeding 
pending between the same parties in any other such court on the same cause of action; and 

c) the court of origin was the court first seised. 

Article 23 Uniform interpretation 

In the interpretation of this Convention, regard shall be had to its international character and 
to the need to promote uniformity in its application. 

Article 24 Review of operation of the Convention 

The Secretary General of the Hague Conference on Private International Law shall at regular 
intervals make arrangements for - 

a) review of the operation of this Convention, including any declarations; and 

b) consideration of whether any amendments to this Convention are desirable. 

Article 25 Non-unified legal systems 

1. In relation to a Contracting State in which two or more systems of law apply in different 
territorial units with regard to any matter dealt with in this Convention - 

a) any  reference  to  the  law  or  procedure  of  a  State  shall  be  construed  as  referring,  where 
appropriate, to the law or procedure in force in the relevant territorial unit; 

b) any reference to residence in a State shall be construed as referring, where appropriate, to 
residence in the relevant territorial unit; 

c) any  reference  to  the  court  or  courts  of  a  State  shall  be  construed  as  referring,  where 
appropriate, to the court or courts in the relevant territorial unit; 

d) any  reference  to  a  connection  with  a  State  shall  be  construed  as  referring,  where 
appropriate, to a connection with the relevant territorial unit. 

2. Notwithstanding the preceding paragraph, a Contracting State with two or more territorial 
units in which different systems of law apply shall not be bound to apply this Convention to 
situations which involve solely such different territorial units. 

3. A court in a territorial unit of a Contracting State with two or more territorial units in which 
different  systems  of  law  apply  shall  not  be  bound  to  recognise  or  enforce  a  judgment  from 

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another  Contracting  State  solely  because  the  judgment  has  been  recognised  or  enforced  in 
another territorial unit of the same Contracting State under this Convention. 

4. This Article shall not apply to a Regional Economic Integration Organisation. 

Article 26 Relationship with other international instruments 

1. This Convention shall be interpreted so far as possible to be compatible with other treaties 
in force for Contracting States, whether concluded before or after this Convention. 

2. This Convention shall not affect the application by a Contracting State of a treaty, whether 
concluded before or after this Convention, in cases where none of the parties is resident in a 
Contracting State that is not a Party to the treaty. 

3. This Convention shall not affect the application by a Contracting State of a treaty that was 
concluded before this Convention entered into force for that Contracting State, if applying this 
Convention would be inconsistent with the obligations of that Contracting State to any non-
Contracting  State.  This  paragraph  shall  also  apply  to  treaties  that  revise  or  replace  a  treaty 
concluded before this Convention entered into force for that Contracting State, except to the 
extent that the revision or replacement creates new inconsistencies with this Convention. 

4. This Convention shall not affect the application by a Contracting State of a treaty, whether 
concluded  before  or  after  this  Convention,  for  the  purposes  of  obtaining  recognition  or 
enforcement of a judgment given by a court of a Contracting State that is also a Party to that 
treaty.  However,  the  judgment  shall  not  be  recognised  or  enforced  to  a  lesser  extent  than 
under this Convention. 

5. This Convention shall not affect the application by a Contracting State of a treaty which, in 
relation  to  a  specific  matter,  governs  jurisdiction  or  the  recognition  or  enforcement  of 
judgments,  even  if  concluded  after  this  Convention  and  even  if  all  States  concerned  are 
Parties to this Convention. This paragraph shall apply only if the Contracting State has made a 
declaration  in  respect  of  the  treaty  under  this  paragraph.  In  the  case  of  such  a  declaration, 
other Contracting States shall not be obliged to apply this Convention to that specific matter 
to the extent of any inconsistency, where an exclusive choice of court agreement designates 
the courts, or one or more specific courts, of the Contracting State that made the declaration. 

6. This  Convention  shall  not  affect  the  application  of  the  rules  of  a  Regional  Economic 
Integration  Organisation  that  is  a  Party  to  this  Convention,  whether  adopted  before  or  after 
this Convention - 

a) where none of the parties is resident in a Contracting State that is not a Member State of the 
Regional Economic Integration Organisation; 

b) as concerns the recognition or enforcement of judgments as between Member States of the 
Regional Economic Integration Organisation. 

CHAPTER V – FINAL CLAUSES 

Article 27 Signature, ratification, acceptance, approval or accession 

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1. This Convention is open for signature by all States. 

2. This Convention is subject to ratification, acceptance or approval by the signatory States. 

3. This Convention is open for accession by all States. 

4. Instruments  of  ratification,  acceptance,  approval  or  accession  shall  be  deposited  with  the 
Ministry of Foreign Affairs of the Kingdom of the Netherlands, depositary of the Convention. 

Article 28 Declarations with respect to non-unified legal systems 

1. If  a  State  has  two  or  more  territorial  units  in  which  different  systems  of  law  apply  in 
relation to matters dealt with in this Convention, it may at the time of signature, ratification, 
acceptance, approval or accession declare that the Convention shall extend to all its territorial 
units or only to one or more of them and may modify this declaration by submitting another 
declaration at any time. 

2. A declaration shall be notified to the depositary and shall state expressly the territorial units 
to which the Convention applies. 

3. If  a  State  makes  no  declaration  under  this  Article,  the  Convention  shall  extend  to  all 
territorial units of that State. 

4. This Article shall not apply to a Regional Economic Integration Organisation. 

Article 29 Regional Economic Integration Organisations 

1. A  Regional  Economic  Integration  Organisation  which  is  constituted  solely  by  sovereign 
States and has competence over some or all of the matters governed by this Convention may 
similarly  sign,  accept,  approve  or  accede  to  this  Convention.  The  Regional  Economic 
Integration  Organisation  shall  in  that  case  have  the  rights  and  obligations  of  a  Contracting 
State,  to  the  extent  that  the  Organisation  has  competence  over  matters  governed  by  this 
Convention. 

2. The Regional Economic Integration Organisation shall, at the time of signature, acceptance, 
approval  or  accession,  notify  the  depositary  in  writing  of  the  matters  governed  by  this 
Convention in respect of which competence has been transferred to that  Organisation by  its 
Member  States.  The  Organisation  shall  promptly  notify  the  depositary  in  writing  of  any 
changes to its competence as specified in the most recent notice given under this paragraph. 

3. For the purposes of the entry into force of this Convention, any instrument deposited by a 
Regional  Economic  Integration  Organisation  shall  not  be  counted  unless  the  Regional 
Economic  Integration  Organisation  declares  in  accordance  with  Article  30  that  its  Member 
States will not be Parties to this Convention. 

4. Any  reference  to  a  "Contracting  State"  or  "State"  in  this  Convention  shall  apply  equally, 
where appropriate, to a Regional Economic Integration Organisation that is a Party to it. 

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Article  30  Accession  by  a  Regional  Economic  Integration  Organisation  without  its  Member 
States 

1. At  the  time  of  signature,  acceptance,  approval  or  accession,  a  Regional  Economic 
Integration  Organisation  may  declare  that  it  exercises  competence  over  all  the  matters 
governed by this Convention and that its Member States will not be Parties to this Convention 
but  shall  be  bound  by  virtue  of  the  signature,  acceptance,  approval  or  accession  of  the 
Organisation. 

2. In the event that a declaration is made by a Regional Economic Integration Organisation in 
accordance  with  paragraph  1,  any  reference  to  a  "Contracting  State"  or  "State"  in  this 
Convention shall apply equally, where appropriate, to the Member States of the Organisation. 

Article 31 Entry into force 

1. This Convention shall enter into force on the first day of the month following the expiration 
of three months after the deposit of the second instrument of ratification, acceptance, approval 
or accession referred to in Article 27. 

2. Thereafter this Convention shall enter into force - 

a) for  each  State  or  Regional  Economic  Integration  Organisation  subsequently  ratifying, 
accepting, approving or acceding to it, on the first day of the month following the expiration 
of  three  months  after  the  deposit  of  its  instrument  of  ratification,  acceptance,  approval  or 
accession; 

b) for a territorial unit to which this Convention has been extended in accordance with Article 
28, paragraph 1, on the first day of the month following the expiration of three months after 
the notification of the declaration referred to in that Article. 

Article 32 Declarations 

1. Declarations  referred  to  in  Articles  19,  20,  21,  22  and  26  may  be  made  upon  signature, 
ratification, acceptance, approval or accession or at any time thereafter, and may be modified 
or withdrawn at any time. 

2. Declarations, modifications and withdrawals shall be notified to the depositary. 

3. A declaration made at the time of signature, ratification, acceptance, approval or accession 
shall  take  effect  simultaneously  with  the  entry  into  force  of  this  Convention  for  the  State 
concerned. 

4. A  declaration  made  at  a  subsequent  time,  and  any  modification  or  withdrawal  of  a 
declaration,  shall  take  effect  on  the  first  day  of  the  month  following  the  expiration  of  three 
months after the date on which the notification is received by the depositary. 

5. A declaration under Articles 19, 20, 21 and 26 shall not apply to exclusive choice of court 
agreements concluded before it takes effect. 

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Article 33 Denunciation 

1. This  Convention  may  be  denounced  by  notification  in  writing  to  the  depositary.  The 
denunciation may be limited to certain territorial units of a non-unified legal system to which 
this Convention applies. 

2. The denunciation shall take effect on the first day of the month following the expiration of 
twelve months after the date on which the notification is received by the depositary. Where a 
longer  period  for  the  denunciation  to  take  effect  is  specified  in  the  notification,  the 
denunciation  shall  take  effect  upon  the  expiration  of  such  longer  period  after  the  date  on 
which the notification is received by the depositary. 

Article 34 Notifications by the depositary 

The  depositary  shall  notify  the  Members  of  the  Hague  Conference  on  Private  International 
Law, and other States and Regional Economic Integration Organisations which have signed, 
ratified,  accepted,  approved  or  acceded  in  accordance  with  Articles  27,  29  and  30  of  the 
following - 

a) the  signatures,  ratifications,  acceptances,  approvals  and  accessions  referred  to  in  Articles 
27, 29 and 30; 

b) the date on which this Convention enters into force in accordance with Article 31; 

c) the notifications, declarations, modifications and withdrawals of declarations referred to in 
Articles 19, 20, 21, 22, 26, 28, 29 and 30; 

d) the denunciations referred to in Article 33. 

In  witness  whereof  the  undersigned,  being  duly  authorised  thereto,  have  signed  this 
Convention. 

Done at The Hague, on 30 June 2005, in the English and French languages, both texts being 
equally authentic, in a single copy which shall be deposited in the archives of the Government 
of  the  Kingdom  of  the  Netherlands,  and  of  which  a  certified  copy  shall  be  sent,  through 
diplomatic  channels,  to  each  of  the  Member  States  of  the  Hague  Conference  on  Private 
International Law as of the date of its Twentieth Session and to each State which participated 
in that Session.  

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