PIL instrument(s)

Case number and/or case name

BGH, 12.7.2011 – II ZR 28/10

Details of the court

Germany, Third Instance

Articles referred to by the court

Date of the judgement

11 July 2011

Appeal history

CJEU's case law cited by the court

Summary

The plaintiff is partner of a company. He brought an action against the company because he considered a resolution adopted by the partners of the company as invalid. The defendant is a Private Limited Company (Limited) built according to the law of the United Kingdom. Its registered seat is in B. (England). The lower instance courts assumed the international jurisdiction of German courts. The court considered the international jurisdiction of German courts pursuant to Art. 22 no. 2 Brussels I. It found that the relevant seat of the company in Art. 22 no.2 Brussels I had to be determined according to the foundation theory, therefore the statutory seat in the country of origin was decisive. The court applied the foundation theory because the company was founded in the European Union. In this point the court referred to the CJEU and its jurisdiction in Centros, Überseering and Inspire Art. Therefore the law of the United Kingdom had to be applied and it follows the foundation theory. The judgment is correct.