Summary
The case concerns the suspension of shareholders’ voting rights. The court of first instance held that the defendant - a company domiciled in Germany - cannot exercise its voting rights on shares of a Polish public company. The court established its jurisdiction on the basis of Art. 24 of the Brussels I Regulation. Accordingly, in whichever member state a defendant enters an appearance, the court of that member state, shall have jurisdiction. The defendant appealed against the first-instance judgement and the appellate court pointed out that Art. 24 of the Brussels I Regulation should not have been applied because the appearance had been entered to contest the jurisdiction. However, the court of second instance stated that the court of first instance had jurisdiction according to Art. 5 point 1(a) of the Brussels I Regulation. It held that the term ‘matters relating to the contract’ shall be interpreted independently of a national law adopted by a Member State. The court of second instance pointed out the position of the CJEU, according to which the term of ‘matters relating to contract’ covers the situation in which one party towards the other freely assumed an obligation. Therefore, in the case relating to voting rights on shares of the Polish public company, the Polish court has jurisdiction by virtue of Art. 5 point 1(a) of the Brussels I Regulation. A dispute concerning voting rights on shares shall be considered as ‘matters relating to contract’.