EUPillar Arcasita 2000 SL v. NV Woodstar - Joined cases 2008/AR/1180; 2009/AR/3237; and 2009/AR/3238

Summary

Woodstar manufactures bungalows, gazebos and garden sheds. Since 2002, Arcasita distributes Woodstar's products in Spain, acting as its commercial agent since the end of 2003. On 8 April 2004, Woodstar and Arcasita entered into a new agreement. It was agreed that Woodstar would waive a claim against Arcasita in the amount of 10,333.78 EUR and that the total amount owed by Arcasita would be reduced to 52,439.44 EUR. Commissions on sales made since November 2003 were excluded from the agreement. The agreement also stipulated that the courts of Kortrijk, Belgium would have exclusive jurisdiction. On 29 December 2004, Woodstar sues Arcasita in payment of a sum of 48,231.77 EUR before the courts of Kortrijk/Courtrai. Arcasita argues that this claim has nothing to do with the settlement agreement of 8 April 2004, but that it is related to an agreement of commercial agency, governed by Spanish law and over which the Spanish courts have jurisdiction. Arcasita also lodged a counterclaim. Under Belgian law, the court must determine its international jurisdiction on the basis of the claim as described in the document instituting the proceedings. The court must consider whether the Belgian courts have jurisdiction to rule on the claim brought by Woodstar, a Belgian company seated in Belgium, on the basis of a settlement agreement with Arcasita, a Spanish company seated in Spain and for deliveries made to this Spanish company. The fact that Arcasita contests the grounds for the claim does not detract from this. In so far as Woodstar’s action is based on the settlement agreement, the courts of Kortrijk, Belgium have jurisdiction pursuant to the choice of court clause included in that agreement (cf. Art. 23(1)(a) Brussels I Regulation). The Court of Appeal concludes that the settlement includes an agreement on the sum owed by Arcasita at that point in time, but also several agreements on goods that were to be delivered later on. The first judge therefore had jurisdiction to hear all aspects of the claim. Woodstar’s claim, as described in the original writ, is not concerned with commercial agency, but relates to goods Arcasita directly bought from Woodstar in its own name and on its own behalf. Arcasita’s counterclaim, on the other hand, for a goodwill indemnity and unpaid commission fees, does relate to the alleged agreement of commercial agency. Woodstar argues that only the courts of Spain have jurisdiction over the counterclaim on the basis of Art. 5(1)(b) Brussels I. While this is true, Arcasita also has the right to fall back on the general rule of Art. 2 Brussels I Regulation and sue Woodstar in the courts of the Member State where it is domiciled. The Court of Appeal upholds the decision of the first judge, thereby confirming Woodstar’s claim but dismissing Arcasita’s counterclaim. SHORT CRITIQUE The Court examines its jurisdiction over the claim and counterclaim separately because they arise from different contracts. On the one hand, the parties had entered into a settlement agreement. The choice of court clause included in this agreement, which was signed by both parties, satisfies the "in writing" requirement of Art; 23(1)(a) Brussels I. On the other hand, the counterclaim related to the original commercial agency contract between the parties. The Court withholds jurisdiction on the basis of Art. 2, even if Art. 5(1)(b), second indent lead to the courts of Spain. The Court thereby confirms two things: it qualifies the commercial agency agreement as a contract for the provision of services; and it confirms that the claimant has a free choice between the general rule of art. 2 and the special grounds of jurisdiction.