Case C‑543/10

Refcomp SpA

v

Axa Corporate Solutions Assurance SA and Others

(Request for a preliminary ruling from the Cour de cassation (France))

(Judicial cooperation in civil matters — Jurisdiction in civil and commercial matters — Regulation (EC) No 44/2001 — Interpretation of Article 23 — Jurisdiction clause in a contract concluded between the manufacturer and the initial buyer of goods — Contract forming part of a chain of contracts transferring ownership — Whether that clause may be relied on against the sub-buyer of the goods)

Summary — Judgment of the Court (First Chamber), 7 February 2013

1.        Judicial cooperation in civil matters — Jurisdiction and the enforcement of judgments in civil and commercial matters — Regulation No 44/2001 — Provisions of that regulation treated as equivalent to those in the Brussels Convention — Interpretation of those provisions in accordance with the case-law of the Court relating to the Convention

(Agreement of 27 September 1968; Council Regulation No 44/2001)

2.        Judicial cooperation in civil matters — Jurisdiction and the enforcement of judgments in civil and commercial matters — Regulation No 44/2001 — Concept of matters relating to a contract — Concept of jurisdiction clause — Independent interpretation

(Council Regulation No 44/2001, Art. 23)

3.        Judicial cooperation in civil matters — Jurisdiction and the enforcement of judgments in civil and commercial matters — Regulation No 44/2001 — Prorogation of jurisdiction — Agreement conferring jurisdiction — Jurisdiction clause in a contract between the manufacturer of goods and the buyer thereof — Whether that clause may be relied upon against a third party sub-buyer who purchased the goods in the course of a succession of contracts transferring ownership — Lawfulness — Condition — Consent of the third party to that clause

(Council Regulation No 44/2001, Art. 23)

1.        See the text of the decision.

(see paras 18-20)

2.        See the text of the decision.

(see paras 21, 22, 39, 40)

3.        Article 23 of Regulation No 44/2001 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters must be interpreted as meaning that a jurisdiction clause agreed in the contract concluded between the manufacturer of goods and the buyer thereof cannot be relied on against a sub-buyer who, in the course of a succession of contracts transferring ownership concluded between parties established in different Member States, purchased the goods and wishes to bring an action for damages against the manufacturer, unless it is established that that third party has actually consented to that clause under the conditions laid down in that article.

The jurisdiction clause incorporated in a contract may, in principle, produce effects only in the relations between the parties who have given their agreement to the conclusion of that contract. In order for a third party to rely on the clause it is, in principle, necessary that the third party has given his consent to that effect.

In the context of an action for damages brought by the sub-buyer of goods against the manufacturer thereof, there is no contractual relationship between the sub-buyer and the manufacturer, because the latter has not undertaken any contractual obligation towards the former. Therefore, they cannot be regarded as having ‘agreed’, within the meaning of Article 23(1) of that regulation, to the court designated as having jurisdiction in the initial contract concluded between the manufacturer and the first buyer.

Moreover, unlike in the case of a bill of lading — an international commercial instrument used in matters relating to maritime transport contracts –, in a chain of contracts transferring ownership, the relationship of succession between the initial buyer and the sub-buyer is not regarded as the transfer of a single contract or the transfer of all the rights and obligations for which it provides. In such a case, the contractual obligations of the parties may vary from contract to contract, so that the contractual rights which the sub-buyer can enforce against his immediate seller will not necessarily be the same as those which the manufacturer will have accepted in his relationship with the first buyer.

(see paras 29, 32-34, 37, 41, operative part)