EUPillar LG Tübingen, 10.02.2003

Summary

The plaintiff and the defendant held the majority of shares of a German stock company. They coordinated their interests via a pool contract which guaranteed a unified exertion of their voting rights. The plaintiffs are residents of Germany, Switzerland and Italy. The defendants are domiciled in Italy. The plaintiffs argue that the defendant should have sold his shares according to the pool contract and are suing for damages because he has not done the latter. The court denied the international jurisdiction. There is no exclusive jurisdiction according to Art. 22 nr. 2 because the company which was founded under the pool contract does not participate in any legal communication. Furthermore, the requirements of Art. 5 nr. 1 lit. (a) have not been fulfilled since Tubingen was not the place of performance. Although the stock company has its seat in Tubingen, the court states that the shareholders still wanted to represent their interests from their domiciles and not from Tubingen. Following the case law of the CJEU, the court determined the place of performance according to the obligation of power and the loyalty obligation and finds that it lies in Italy. Therefore, it declined the international jurisdiction pursuant to Art. 5 (1) lit. a. The court takes all relevant arguments into consideration. It deeply engages with the relevant case law of the CJEU and the academic literature, denying every aspect of its international jurisdiction. The judgement is correct.