Referring court and Member State
Belgium, First Instance, Tribunal de commerce, Verviers
Summary
This case concerning Arts 2 and 5(1)(a) and (b) of Brussels I was referred to the CJEU in proceedings between Corman-Collins (established in Belgium) and La Maison du Whisky (established in France) regarding a claim for compensation due to the termination of an agreement between them. The parties had a continuing commercial relationship in which Corman-Collins purchased various whisky brands from La Maison du Whisky, took delivery in France and resold them in Belgium. After 10 years, La Maison banned Corman-Collins from using the appellation ‘Maison du Whisky Belgique’ and an internet site. It also informed Corman-Collins that it would confer exclusive distribution of two brands of its products to another company. Corman-Collins sued La Maison in Belgium for compensation under Belgian Law. La Maison challenged jurisdiction by relying on Art 2 of Brussels I. Their commercial relationship’s classification was disputed as to whether it was a distribution agreement or contracts for purchase and sale concluded on the basis of weekly orders according to the wishes of Corman-Collins. The court referred some questions to the CJEU. By its first question, it asked whether Brussels I precludes the application of a Belgian jurisdiction rule conferring jurisdiction over proceedings relating to the termination of an exclusive distribution agreement. The answer was obvious that if a case presenting an international element falls within the scope of Brussels I and if the defendant is domiciled in a MS, Brussels I rules must be applied and prevail over national rules of jurisdiction. By its other questions, the referring court asked whether the distribution agreement is covered by Art 5(1)(a) or (b). Agreeing with AG Jӓӓskinen, the CJEU stated that regardless of the diversity in commercial practice, distribution agreements take the form of a framework agreement, and the grantor undertakes to sell to the distributor, which it has chosen for that purpose, the goods to be ordered by the distributor in order to satisfy the requirements of its clients, while the distributor undertakes to purchase from the grantor the goods he needs. Citing C-19/09 Wood Floor, it reaffirmed that the special jurisdiction rules provided for the contracts for the sale of goods and the provision of services in Art 5(1)(b) have the same origin, pursue the same objectives (ie unifying of the jurisdiction rules and predictability) and occupy the same place in the scheme established by Brussels I. Then, it analysed whether a distribution agreement falls into one of those two categories of contracts. Citing C-381/08 Car Trim, it recalled that a contract which has as its characteristic obligation the supply of a good will be classified as a ‘sale of goods’. It observed that this classification may be applied to a long-term commercial relationship between two economic operators, where that relationship is limited to successive agreements, each having the object of the delivery and collection of goods, but it underlined that it does not correspond to the general scheme of a typical distribution agreement characterised by a framework agreement with the aim of undertaking for supply and provision concluded for the future by two economic operators, including specific contractual provisions regarding the distribution by the distributor of goods sold by the grantor. Citing C-533/07 Falco, it reaffirmed that the concept of ‘services’ requires at least that the party who provides the service carries out a particular activity in return for remuneration and considering the typical obligations that a distribution agreement contains it held that a distribution agreement may be classified as a contract for the supply of services under the 2nd indent of Art 5(1)(b). It took more than 22 months for the CJEU to reach this decision – too long – and it was decided by an inappropriately small number of judges (3) for a case raising a new and commercially significant point of interpretation.