Nicole Hassett v South Eastern Health Board and Cheryl Doherty v North Western Health Board.
Date: 2008-10-02
17. In order to answer that question, it should be borne in mind that, according to settled case-law, the provisions of Regulation No 44/2001 must be interpreted independently, by reference to its scheme and purpose (see, inter alia, Case C‑103/05 Reisch Montage  [2006] ECR I‑6827, paragraph 29).
18. Moreover, as is stated in the 11 th  recital in the preamble to Regulation No 44/2001, jurisdiction based on the defendant’s domicile – in accordance with the general rule – must always be available, save in a few well-defined situations in which the subject-matter of the litigation or the autonomy of the parties warrants a different linking factor. Such situations must accordingly be interpreted strictly.
19. The Court adopted just such an interpretation in respect of 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. The Court held in that regard that, as those provisions of the Brussels Convention introduce an exception to the general rule governing the attribution of jurisdiction, they must not be given an interpretation broader than is required by their objective, since their effect is to deprive the parties of the choice of forum which would otherwise be theirs and, in certain cases, they result in the parties being brought before a court which is not that of the domicile of any of them (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).
20. Moreover, as was confirmed by the Jenard Report on the Brussels Convention (OJ 1979 C 59, p. 1), by introducing such an exception in the case of companies, whereby exclusive jurisdiction is attributed to the courts of the Member State in which the company has its seat, the essential objective pursued is one of centralising jurisdiction in order to avoid conflicting judgments being given as regards the existence of a company or as regards the validity of the decisions of its organs.
21. As that report also indicates, the courts of the Member State in which the company has its seat appear to be those best placed to deal with such disputes, inter alia because it is in that State that information about the company will have been notified and made public. Exclusive jurisdiction is thus attributed to those courts in the interests of the sound administration of justice (see, to that effect, Sanders , paragraphs 11 and 17).
22. Contrary to the MDU’s submissions, however, it cannot be inferred from the principles referred to in the preceding paragraphs that, in order for point 2 of Article 22 of Regulation No 44/2001 to apply, it is sufficient that a legal action involve some link with a decision adopted by an organ of a company (see, by analogy, in relation to Article 16(1) of the Brussels Convention, Case C‑294/92 Webb  [1994] ECR I‑1717, paragraph 14, and Dansommer , paragraph 22).
23. As submitted by the doctors, if all disputes involving a decision by an organ of a company had to be treated as coming within the scope of point 2 of Article 22 of Regulation No 44/2001, that would in reality mean that all legal actions brought against a company – whether in matters relating to a contract, or to tort or delict, or any other matter – would almost always come within the jurisdiction of the courts of the Member State in which the company has it seat.
26. It follows that – as was rightly pointed out by the doctors and by the Commission of the European Communities – that provision must be interpreted as covering only disputes in which a party is challenging the validity of a decision of an organ of a company under the company law applicable or under the provisions governing the functioning of its organs, as laid down in its Articles of Association.