Berliner Verkehrsbetriebe (BVG), Anstalt des öffentlichen Rechts v JPMorgan Chase Bank NA, Frankfurt Branch.
Date: 2011-05-12
28. However, it is well-established case-law that the various language versions of a text of European Union law must be given a uniform interpretation and hence, in the case of divergence between the language versions, the provision in question must be interpreted by reference to the purpose and general scheme of the rules of which it forms a part (see, in particular, Case C‑341/01 Plato Plastik Robert Frank [2004] ECR I‑4883, paragraph 64, and Case C-340/08 M and Others  [2010] ECR I-0000, paragraph 44).
30. In this regard, it is to be recalled that the jurisdiction provided for in Article 2 of Regulation No 44/2001, namely that the courts of the Member State in which the defendant is domiciled are to have jurisdiction, constitutes the general rule. It is only by way of derogation from that general rule that the regulation provides for special rules of jurisdiction for cases, which are exhaustively listed, in which the defendant may or must, depending on the case, be sued in the courts of another Member State (see Case C-103/05 Reisch Montage  [2006] ECR I-6827, paragraph 22 and the case-law cited). The Court has thus adopted a strict interpretation in respect of Article 22 of Regulation No 44/2001 (Case C-372/07 Hassett and Doherty  [2008] ECR I-7403, paragraphs 18 and 19). It has held that, as they constitute an exception to the general rule governing the attribution of jurisdiction, the provisions of Article 16 of the Convention of 27 September 1968 on Jurisdiction and the Enforcement of Judgments in Civil and Commercial Matters (OJ 1978 L 304, p. 36; ‘the Brussels Convention’), which are identical in essence to those of Article 22 of Regulation No 44/2001, must not be given an interpretation broader than is required by their objective (see Case 73/77 Sanders [1977] ECR 2383, paragraphs 17 and 18; Case C‑8/98 Dansommer  [2000] ECR I‑393, paragraph 21; and Case C‑343/04 ČEZ  [2006] ECR I‑4557, paragraph 26).
31. That approach should be applied in the present context, in which the question of the applicability of Article 22(2) of Regulation No 44/2001 is raised (see, to this effect, Hassett and Doherty , paragraphs 18 and 19; Case C-167/08 Draka NK Cables and Others  [2009] ECR I-3477, paragraph 20; and Case C-292/08 German Graphics Graphische Maschinen  [2009] ECR I-8421, paragraph 27).
33. A broad interpretation of Article 22(2) of Regulation No 44/2001, under which it would apply to any proceedings in which a question concerning the validity of a decision of a company’s organs is raised, would be contrary, first, to one of the general aims of the regulation, laid down in recital 11 in its preamble, namely to seek to attain rules of jurisdiction that are highly predictable, and second, to the principle of legal certainty.
34. If all disputes relating to a decision by an organ of a company were to come within the scope of Article 22(2) of Regulation No 44/2001, that would in reality mean that legal actions brought against a company – whether in matters relating to a contract, or to tort or delict, or any other matter – could almost always come within the jurisdiction of the courts of the Member State in which the company has it seat (see, to this effect, Hassett and Doherty , paragraph 23). It would be sufficient for a company to plead as a preliminary issue that the decisions of its organs that led to the conclusion of a contract or to the performance of an allegedly harmful act are invalid in order for exclusive jurisdiction to be unilaterally conferred upon the courts where it has its seat.
36. It must also be stated that another aim of the jurisdiction rules which result from Article 22 of Regulation No 44/2001 is to confer exclusive jurisdiction on the courts of a Member State in specific circumstances where, having regard to the matter at issue, those courts are best placed to adjudicate upon the disputes falling to them, because there is a particularly close link between those disputes and the Member State.
40. Nor would a broad interpretation of Article 22(2) of Regulation No 44/2001 be consistent with the specific objective of that provision, which consists simply in centralising jurisdiction to adjudicate upon disputes concerning the existence of a company or the validity of the decisions of its organs, in order to avoid conflicting judgments being given (see, to this effect, Hassett and Doherty , paragraph 20). That objective is limited solely to disputes with this subject-matter and Article 22(2) is thus not designed to centralise jurisdiction to adjudicate upon all disputes concerning a contract involving a legal person which pleads as a ground of defence that the decisions of its own organs are invalid.