1 This request for a preliminary ruling concerns the interpretation of Article 25(1) of 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 The request has been made in proceedings between E.B. sp. z o.o. and K.P. sp. z o.o., two companies incorporated under Polish law, concerning the jurisdiction of the Romanian courts to hear an action brought by E.B. against K.P., the action having been brought before those courts on the basis of an agreement conferring jurisdiction that was concluded between K.P. and E. S.A., a company incorporated under Romanian law, which assigned to E.B. the claim forming the subject matter of that action.
3 Article 23(1) of Council Regulation (EC) No 44/2001 of 22 December 2000 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters (OJ 2001 L 12, p. 1; ‘the Brussels I Regulation’) provided: ‘If the parties, one or more of whom is domiciled in a Member State, have agreed that a court or the courts of a Member State are to have jurisdiction to settle any disputes which have arisen or which may arise in connection with a particular legal relationship, that court or those courts shall have jurisdiction. Such jurisdiction shall be exclusive unless the parties have agreed otherwise. Such an agreement conferring jurisdiction shall be either:
4 Recitals 15, 16 and 19 of the Brussels Ia Regulation state: …
5 Article 4(1) of that regulation states: ‘Subject to this Regulation, persons domiciled in a Member State shall, whatever their nationality, be sued in the courts of that Member State.’
6 Article 5(1) of that regulation provides: ‘Persons domiciled in a Member State may be sued in the courts of another Member State only by virtue of the rules set out in Sections 2 to 7 of this Chapter.’
7 According to Article 25 of that regulation: ‘1. If the parties, regardless of their domicile, have agreed that a court or the courts of a Member State are to have jurisdiction to settle any disputes which have arisen or which may arise in connection with a particular legal relationship, that court or those courts shall have jurisdiction, unless the agreement is null and void as to its substantive validity under the law of that Member State. Such jurisdiction shall be exclusive unless the parties have agreed otherwise. The agreement conferring jurisdiction shall be either: … 4. Agreements or provisions of a trust instrument conferring jurisdiction shall have no legal force if they are contrary to Articles 15, 19 or 23, or if the courts whose jurisdiction they purport to exclude have exclusive jurisdiction by virtue of Article 24. 5. An agreement conferring jurisdiction which forms part of a contract shall be treated as an agreement independent of the other terms of the contract. …’
8 Article 1068(1) of the Legea nr. 134/2010 privind Codul de procedură civilă (Law No 134/2010 on the Code of Civil Procedure) of 1 July 2010 (republished in the Monitorul Oficial al României, Part I, No 247 of 10 April 2015) (‘the Romanian Code of Civil Procedure’) is worded as follows: ‘In matters of property, the parties may agree on the court having jurisdiction to hear a current or potential dispute arising from a relationship with cross-border implications. The agreement may be made in writing, by telegram, telex, fax or any other means of communication that provides written evidence. Unless otherwise agreed, the court chosen shall have exclusive jurisdiction.’
9 Under Article 1071 of that code: ‘1. The court seised shall determine of its own motion whether it has international jurisdiction, proceeding in accordance with the national rules on jurisdiction. If it finds that neither it nor any other Romanian court has jurisdiction, it shall reject the application initiating the proceedings as not falling within the jurisdiction of the Romanian courts, without prejudice to the application of Article 1070. An appeal may be brought against the decision of that court before a higher court.’ 2. The lack of international jurisdiction of the Romanian court may be invoked at any stage of the proceedings, including directly in the appeal. …’
10 Article 509(2) of the ustawa - Kodeks cywilny (Law on the Civil Code) of 23 April 1964 (Dz. U. No 16, item 93), in the version applicable to the dispute in the main proceedings (‘the Polish Civil Code’) provides that ‘together with the claim, the associated rights, in particular the claim in respect of default interest, shall be transferred to the assignee’.
11 E.B. and E. PL., two companies incorporated under Polish law, concluded, on 24 March and 24 July 2017 respectively, two contracts: (i) for the preparation of a plot of land for the construction, in Poland, of a new factory for the manufacture of timber products, and (ii) for the carrying out of construction work for that factory. Under those contracts, E. PL. undertook, in particular, vis-a-vis E.B., to provide services relating to the design of the project and to carry out foundation works for that construction.
12 With effect from 4 March 2017, E. PL. concluded a subcontract with E. S.A., a company incorporated under Romanian law. On 10 July 2017, E. S.A., in turn, concluded a subcontract with K.P., a company incorporated under Polish law (‘the subcontract in question’). The latter contract contains a jurisdiction clause under which ‘any dispute shall be resolved by the court within whose jurisdiction the contracting party has its registered office’ (‘the jurisdiction clause at issue’), without specifying the exact scope of the term ‘contracting party’.
13 The four contracts referred to in the two preceding paragraphs all contain a clause according to which they are governed by Polish law.
14 By an assignment of claim agreement of 16 December 2021, concluded between E. S.A. and E.B. with the participation of E. PL., E. S.A. assigned to E.B. a claim for damages amounting to 14 050 878.35 Polish zlotys (PLN) (approximately EUR 3 289 311) (‘the claim for damages in question’), a claim that was allegedly held by E. S.A. against K.P. on account of K.P.’s improper performance of its contractual obligations under the subcontract in question.
15 On 21 December 2021, E.B. brought an action against K.P. before the Tribunalul Specializat Cluj (Specialised Court, Cluj, Romania), seeking recovery of the claim for damages in question, together with default interest. In support of that action, E.B. argued that K.P. had contractual liability and liability in tort. In order to justify the fact that proceedings had been brought before the Tribunalul Specializat Cluj (Specialised Court, Cluj), E.B. relied on the jurisdiction clause at issue, taking the view that that court had jurisdiction in its capacity as the court within whose jurisdiction E. S.A. had its registered office.
16 In its defence, K.P. raised an objection that the Romanian courts lacked international jurisdiction. As regards, first, the allegation that K.P. was liable in tort, K.P. argued that the jurisdiction clause at issue was not applicable in that regard and that reference should be made to Article 7(2) of the Brussels Ia Regulation, which designated the jurisdiction of the Polish courts, since the alleged harmful event had occurred in Poland. As regards, second, the allegation that K.P. was contractually liable, K.P. argued that E.B. could not, as a third party to the subcontract in question, rely on the jurisdiction clause at issue.
17 By judgment of 19 December 2022, the Tribunalul Specializat Cluj (Specialised Court, Cluj) upheld that objection as to lack of jurisdiction and, therefore, dismissed that action on the ground that the Romanian courts lacked jurisdiction. On 11 April 2023, E.B. brought an appeal against that judgment before the Curtea de Apel Cluj (Court of Appeal, Cluj, Romania), which is the referring court.
18 E.B. submits, in essence, that consent to a jurisdiction clause by the assignee of a claim arising from the contract which contains that clause, irrespective of the time when that assignee expresses such consent, is sufficient for that clause to produce its effects, since the assignor’s original contractual partner, against whom that clause is relied on, is not required to give new consent, since it gave that consent when that contract was concluded. In such a situation, the national court designated by that clause would no longer have to examine whether that assignee is subrogated to the assignor’s rights and obligations, such verification being relevant only in a situation where it is the assigned debtor who intends to rely, against the same assignee, on a jurisdiction clause incorporated into the contract under which the assigned claim arose. In the present case, not only has E.B., in its capacity as assignee of the claim for damages in question, not opposed the application of the jurisdiction clause at issue, but it even relies on that clause. Furthermore, in so far as E.B. is the assignee of a claim arising from the subcontract in question in which that clause appears, there is, in E.B.’s view, no need to apply the case-law of the Court of Justice concerning situations in which the third party had no connection with the jurisdiction clause which one of the original parties to the contract intended to rely on against it.
19 K.P. submits that a jurisdiction clause can produce effects only between the original parties to the contract and not as regards a third party, such as the assignee of a claim arising from that contract, in view of the intuitu personae nature of such a clause, which is the result of negotiations between those original parties. In K.P.’s view, it is thus necessary, in the event of a dispute, to verify whether the assignee of the claim arising from the initial contract and the assigned debtor are bound by the jurisdiction clause in that contract; that must be examined separately, since such a clause is independent of that contract. Furthermore, under the principle of freedom of choice, a third party cannot, according to K.P., rely on that clause against the signatory to a jurisdiction clause, since that signatory’s consent to that clause was expressed on the basis of the legal relationship established with its contractual partner and is limited to the relations with the latter. Lastly, in K.P.’s view, since Article 25 of the Brussels Ia Regulation, relating to jurisdiction clauses, derogates from the rules on jurisdiction laid down in that regulation, and is therefore to be interpreted and applied strictly, it must be found that an ‘agreement between the parties establishing the jurisdiction of a court of a Member State to settle any disputes in connection with a particular legal relationship’, under that provision, exists in respect of the parties to the dispute themselves.
20 The referring court notes that, in the present case, E.B., on the one hand, as the assignee of the claim for damages in question, relies on the jurisdiction clause at issue and therefore makes use of a right attached to the subcontract in question which it intends to rely on against K.P., as the assigned debtor which initially consented to that clause when it signed that contract, but that, on the other hand, E.B., as the assignee of that claim alone, is not subrogated to all the rights and obligations of E. S.A. under that contract.
21 In addition, that court states that, under Article 509(2) of the Polish Civil Code, relied on by E.B. in support of its appeal and as interpreted by the Sąd Najwyższy (Supreme Court, Poland), the assignment of a claim entails a transfer, to the assignee’s assets, not only of the right of claim but also of the rights attaching to that claim, including the right to rely on the application of an agreement conferring jurisdiction set out in the contract the non-performance of which gave rise to the claim in question. However, the assignment of a claim does not entail the transfer, to the assignee, of the obligations by which the assignor was bound vis-a-vis the assigned debtor.
22 It is in that context that the referring court asks whether Article 25 of the Brussels Ia Regulation should be interpreted as meaning that the criteria for analysis established by the case-law of the Court, in order to determine whether a jurisdiction clause applies in the relationship between one of the original parties to the contract into which that clause is incorporated and a third party to that contract, are applicable in a situation such as that at issue in the case before it.
23 In that regard, the referring court emphasises the fact that, unlike the present case, the cases which gave rise to the judgments of 7 February 2013, Refcomp (C‑543/10, EU:C:2013:62), of 21 May 2015, CDC Hydrogen Peroxide (C‑352/13, EU:C:2015:335), and of 18 November 2020, DelayFix (C‑519/19, EU:C:2020:933), concerned a jurisdiction clause which was relied on against a third party who had not initially consented to it and who opposed the application of that clause.
24 Similarly, the referring court notes that, although, in the case which gave rise to the judgment of 28 June 2017, Leventis and Vafeias (C‑436/16, EU:C:2017:497), the agreement conferring jurisdiction had been relied on by a third party to the contract into which that clause was incorporated, that third party did not, however, have any functional relationship with the original parties to the contract justifying the assumption of the rights arising from that contract or from that agreement. Moreover, the case-law of the Court relating to cases concerning specialised fields, in particular concerning the fields of bills of lading, insurance contracts and company contracts, cannot be applied generally to all types of contracts.
25 According to the referring court, it follows from the principle of freedom of choice that an agreement conferring jurisdiction can take effect only in the relationship between the parties which initially consented to it. It therefore seems to that court that, even if a third party to the contract into which such an agreement has been incorporated acquires certain rights of claim arising from that contract, that third party cannot rely on that agreement.
26 Lastly, the referring court asks whether the objection of the original contracting party is decisive in the context of the assessment of the applicability of a jurisdiction clause which is set out in the contract concluded by that original contracting party with the assignor of a claim arising from the non-performance of that contract and which is relied on by a third party as the assignee of that claim. That court also wishes to know, where applicable, whether, in order for that third party to be able validly to rely on that clause, it is necessary for the assigned debtor, in its capacity as the original contracting party, to give new consent in that regard.
27 In those circumstances, the Curtea de Apel Cluj (Court of Appeal, Cluj) decided to stay the proceedings and to refer the following questions to the Court of Justice for a preliminary ruling:
28 By its questions, which it is appropriate to examine together, the referring court asks, in essence, whether Article 25(1) of the Brussels Ia Regulation must be interpreted as meaning that a third party, as the assignee of a claim for damages arising from the non-performance of a contract containing a jurisdiction clause, may rely on that clause vis-à-vis the original contracting party, as the assigned debtor of that claim, for the purposes of an action for recovery of that claim and without that assigned debtor’s consent, in a situation where, in accordance with the national law applicable to that contract, as interpreted by the national case-law, an assignment of a claim entails a transfer, to the assignee’s assets. not only of the right of claim, but also of the rights attached to that claim, including the right to rely on the application of an agreement conferring jurisdiction set out in that contract.
29 According to the first sentence of Article 25(1) of the Brussels Ia Regulation, ‘if the parties, regardless of their domicile, have agreed that a court or the courts of a Member State are to have jurisdiction to settle any disputes which have arisen or which may arise in connection with a particular legal relationship, that court or those courts shall have jurisdiction, unless the agreement is null and void as to its substantive validity under the law of that Member State’.
30 Therefore, that provision does not specify whether a jurisdiction clause may be assigned, beyond the circle of the parties to a contract, to a third party, who is a party to a subsequent contract and successor, in whole or in part, to the rights and to the obligations of one of the parties to the initial contract (judgment of 25 April 2024, Maersk and Mapfre España, C‑345/22 to C‑347/22, EU:C:2024:349, paragraph 47 and the case-law cited) nor whether such a third party may rely on such a clause against one of those original parties.
31 The fact remains that Article 25(1) of the Brussels Ia Regulation unequivocally requires, as a substantive condition of validity, that the parties have ‘agreed’ on a court or courts of a Member State (see, to that effect, judgment of 27 February 2025, Società Italiana Lastre, C‑537/23, EU:C:2025:120, paragraph 35).
32 According to settled case-law, the provisions of Article 25 of the Brussels Ia Regulation, due to the fact that they derogate from the rule laid down in Article 4 thereof, pursuant to which jurisdiction is to be determined by the general principle of that the defendant’s courts have jurisdiction, and from the rule that special jurisdictions are determined by Articles 7 to 9 thereof, must be strictly interpreted with respect to the conditions that they lay down (judgment of 27 February 2025, Società Italiana Lastre, C‑537/23, EU:C:2025:120, paragraph 34 and the case-law cited).
33 It follows from the Court’s case-law that the court before which the matter is brought therefore has the duty of examining, in limine litis, whether the jurisdiction clause was in fact the subject of consensus between the original parties to the contract, which must be clearly and precisely demonstrated, the purpose of the requirements as to form imposed by Article 25(1) of the Brussels Ia Regulation being, in that regard, to ensure that consensus between the parties is in fact established. It follows that, in principle, a jurisdiction clause incorporated into a contract may produce effects only in the relations between the parties who have given their agreement to the conclusion of that contract (see, to that effect, judgment of 18 November 2020, DelayFix, C‑519/19, EU:C:2020:933, paragraphs 41 and 42 and the case-law cited).
34 That said, in accordance with the Court’s case-law, a clause to which a third party to the contract has not agreed is enforceable against that third party only if the latter has succeeded, in accordance with national substantive law as established by the application of the rules of private international law of the court seised of the matter, to all of the rights and obligations of the other original party to the contract (see, to that effect, judgments of 21 May 2015, CDC Hydrogen Peroxide, C‑352/13, EU:C:2015:335, paragraph 65, and of 18 November 2020, DelayFix, C‑519/19, EU:C:2020:933, paragraph 47 and the case-law cited).
35 Conversely, a third party to the contract in which a jurisdiction clause appears must therefore be able to rely on that clause vis-a-vis an original party to that contract under the same conditions as those under which that original party could rely on that clause against that third party, namely where that third party has succeeded to all of the rights and obligations of the other original party to that contract.
36 Otherwise, the original party to the contract, as the assigned debtor, would be granted more rights than it had before the assignment of the claim in that it could choose, following that assignment, no longer to be bound by the agreement conferring jurisdiction which it entered into with the assignor (see, by analogy, judgment of 25 April 2024, Maersk and Mapfre España (C‑345/22 to C‑347/22, EU:C:2024:349, paragraph 62 and the case-law cited).
37 Such an approach is necessary in the light of the objectives pursued by the Brussels Ia Regulation, as follows, inter alia, from recitals 15 and 16 thereof, from which it is apparent that the EU legislature wished to adopt jurisdiction rules that are highly predictable and transparent in order to ensure legal certainty and facilitate the sound administration of justice. The Court has repeatedly held that, in order to attain those objectives, in particular that of legal certainty, it is necessary to strengthen the legal protection of persons established in the European Union, by enabling both the applicant to identify easily the court before which he or she may bring proceedings and the defendant reasonably to foresee the court before which he or she may be sued (see, to that effect, judgment of 27 February 2025, Società Italiana Lastre, C‑537/23, EU:C:2025:120, paragraphs 38 and 39 and the case-law cited).
38 Such objectives could be jeopardised if the enforceability of a jurisdiction clause in the relationship between one of the original parties to the contract in which that clause appears and a third party to that contract depended on whether it is one of those original parties or that third party who first relies on it by bringing an action before the designated court, which would be the case if that third party could not rely on that clause vis-à-vis those original parties under the same conditions as those under which those original parties could, in accordance with the case-law referred to in paragraph 34 of the present judgment, rely on that clause against that third party.
39 It follows that, in a situation in which an original party to the contract containing a jurisdiction clause has not consented to that clause being relied on against it by a third party to that contract, that third party may nevertheless rely on that clause against that original party if that third party has succeeded to all the rights and obligations of the other original party to that contract.
40 In the present case, subject to the verifications to be carried out by the referring court, not only did K.P., in its capacity as the assigned debtor of the claim for damages in question, not expressly consent to the jurisdiction clause at issue being enforced against it by E.B., but E.B. also did not succeed to all of the rights and obligations of E. S.A. arising from the subcontract in question. It is apparent from the file before the Court that E. S.A. merely assigned the claim for damages in question to E.B.
41 However, according to the information provided by the referring court, the Sąd Najwyższy (Supreme Court) interprets, in its case-law, Article 509(2) of the Polish Civil Code, which applies to all of the contracts concluded between the parties to the main proceedings, as follows from paragraph 13 of the present judgment, as meaning that the assignment of a claim entails a transfer, to the assignee’s assets, not only of the right of claim, but also of the rights attached to that claim, namely, in the present case, the claim for damages in question, including the right to rely on the application of an agreement conferring jurisdiction set out in the contract the non-performance of which gave rise to that claim.
42 The referring court therefore wishes to know whether Article 25(1) of the Brussels Ia Regulation precludes such national case-law according to which the original party to the contract, as the assigned debtor, may validly have a jurisdiction clause relied on against it by a third party to the contract into which that clause is incorporated, in that third party’s capacity as assignee of a claim arising from that contract, even though that original party to the contract did not consent to that clause being relied on against it by that third party.
43 In accordance with the case-law of the Court set out in paragraph 33 of the present judgment, in principle, a jurisdiction clause incorporated into a contract may produce effects only in the relations between the parties who have given their agreement to the conclusion of that contract. That said, it must be stated that that case-law is aimed at protecting third parties to that contract, rather than the original parties to that contract.
44 Provided that the original parties to the contract actually agreed to be bound by the jurisdiction clause as regards disputes arising from the contract in which that clause is set out (see, to that effect, judgment of 25 April 2024, Maersk and Mapfre España, C‑345/22 to C‑347/22, EU:C:2024:349, paragraph 51 and the case-law cited), those original parties are not in a situation comparable to that of a third party to the contract, to whom a claim arising from that contract has been assigned but who has not consented to that clause, with the result that those original parties should not be granted the same protection as such a third party.
45 Furthermore, as follows from the case-law of the Court relating to Article 23(1) of the Brussels I Regulation, the purpose of limiting the scope of an agreement conferring jurisdiction solely to disputes which arise from the legal relationship in connection with which that clause was entered into is to avoid a party being taken by surprise by the assignment of jurisdiction to a given forum as regards disputes which may arise out of relationships other than that in connection with which the agreement conferring jurisdiction was made (see, to that effect, judgment of 21 May 2015, CDC Hydrogen Peroxide, C‑352/13, EU:C:2015:335, paragraph 68 and the case-law cited). Since Article 25 of the Brussels Ia Regulation, which, according to the table in Annex III to that regulation, corresponds to Article 23 of the Brussels I Regulation, also contains the words ‘disputes which have arisen or which may arise in connection with a particular legal relationship’, that case-law is capable of being applied to Article 25(1) of the Brussels Ia Regulation (see, to that effect, judgment of 27 February 2025, Società Italiana Lastre, C‑537/23, EU:C:2025:120, paragraph 45 and the case-law cited).
46 A dispute concerning the recovery of a claim for damages, on the basis of the liability of one of the original parties to the contract containing a jurisdiction clause, on account of an improper performance of that contract, does indeed arise from the legal relationship in connection with which that clause was agreed, with the result that that original party cannot be surprised to be sued before the court designated by that clause for the purposes of that recovery, even if that claim for compensation has been assigned to a third party to the contract.
47 Moreover, as follows from the case-law of the Court set out in paragraph 36 of the present judgment, it is necessary to prevent the assignment of a claim arising from the contract in which the jurisdiction clause is set out from having the effect of granting more rights to the original contractual partner of the assignor than it had before that assignment.
48 Consequently, it must be held that, in the event of assignment of a claim arising from a contract containing a jurisdiction clause, the assigned debtor, who is the original contractual partner of the assignor, must remain, in principle, bound by that clause.
49 The fact remains that, first, that original contractual partner must also not be placed in a less favourable situation as a result of that assignment of claim. In other words, that clause must be interpreted as preventing any situation in which that contractual partner could be sued before courts other than those before which the other original party to the contract could have brought proceedings under that clause.
50 Such an interpretation promotes the objective of legal certainty pursued by the Brussels Ia Regulation, recalled in paragraph 37 of the present judgment, in that it ensures that the defendant is in a position reasonably to foresee the court before which they may be sued, irrespective of whether or not a claim arising from the contract in which the jurisdiction clause appears has been assigned.
51 Furthermore, it should be noted that the Brussels Ia Regulation seeks, in the same way as the Brussels I Regulation which it replaced, to ensure that the rights of the defence are observed, to ensure a fair balance between the rights of the claimant and those of the defendant and to protect, to the greatest extent possible, defendants who are domiciled in the territory of the European Union (see, to that effect, judgment of 17 November 2011, Hypoteční banka, C‑327/10, EU:C:2011:745, paragraphs 33, 46 and 48). Those objectives are reflected, in particular in Article 4(1) of the Brussels Ia Regulation, by the principle that persons domiciled in a Member State are, whatever their nationality, to be sued in the courts of that Member State and, in Article 5(1) of that regulation, by a limitation of the situations in which persons domiciled in a Member State may, by way of exception, be sued in the courts of another Member State.
52 Second, the original parties to the contract may, from the outset, expressly agree that the jurisdiction clause provided for in that contract cannot be relied on against them in the event of a claim arising from that contract being assigned to a third party.
53 It is apparent from recital 19 of the Brussels Ia Regulation that the EU legislature intended that observance of the principle of freedom of choice should prevail, with the result that it is appropriate to give effect to the parties’ choice, subject to, first, the exceptions provided for in Article 25(4) of that regulation, read in conjunction with Articles 15, 19 and 23 thereof, in matters of insurance contracts, consumer contracts and employment contracts, and, second, the courts which have exclusive jurisdiction, in accordance with that Article 25(4), read in conjunction with Article 24 of that regulation (see, to that effect, judgment of 27 February 2025, Società Italiana Lastre, C‑537/23, EU:C:2025:120, paragraphs 56 and 64).
54 By contrast, as follows from paragraph 48 of the present judgment, in the absence of such an express agreement, in the event of assignment of a claim arising from a contract containing a jurisdiction clause, the assigned debtor, who is the original contractual partner of the assignor, must remain bound by that clause and cannot unilaterally oppose its application where the assignee of that claim brings proceedings, before the court designated under that clause, aimed at recovering that debt.
55 In the present case, E. S.A. and K.P., as the original parties to the subcontract in question, agreed, by means of the jurisdiction clause at issue, that the ‘court within whose jurisdiction the contracting party has its registered office’ would have jurisdiction to hear disputes arising from that contract, including as regards the claim for damages in question, arising from that contract. First, it is apparent from the order for reference that E.B., as the assignee of that claim, brought proceedings before the same court as that before which E. S.A could have brought proceedings under that clause if E. S.A. had not assigned that claim to E.B., with the result that K.P. does not appear to be placed in a less favourable situation as a result of that assignment. Second, it is not apparent from the file before the Court that those original parties agreed that, in the event of an assignment of a claim arising from the subcontract in question, that clause could not be relied on against them by the assignee. Therefore, subject to verification by the referring court, it appears that, in the context of the dispute in the main proceedings, E.B. is entitled to rely on that clause against K.P. in order to obtain recovery of the claim for damages in question.
56 In the light of all of the foregoing considerations, the answer to the questions referred is that Article 25(1) of the Brussels Ia Regulation must be interpreted as meaning that a third party, as the assignee of a claim for damages arising from the non-performance of a contract containing a jurisdiction clause, may rely on that clause vis-à-vis the original contracting party, as the assigned debtor of that claim, under the same conditions as those under which the other original party to the contract could have relied on that clause against that debtor, for the purposes of an action for recovery of that claim and without the consent of that debtor, in a situation where, in accordance with the national law applicable to that contract, as interpreted by the national case-law, an assignment of a claim entails a transfer, to the assignee’s assets, not only of the right of claim, but also of the rights attached to that claim, including the right to rely on the application of an agreement conferring jurisdiction set out in that contract, unless the original parties to the contract have expressly agreed that that clause cannot be relied on against them in the event of assignment, to a third party, of a claim arising from that contract.
57 Since these proceedings are, for the parties to the main proceedings, a step in the action pending before the referring court, the decision on costs is a matter for that court. Costs incurred in submitting observations to the Court, other than the costs of those parties, are not recoverable.