On 27 February 2025, the Court of Justice of the European Union (“CJEU”) ruled on the interpretation of Article 25(1) of the Regulation (EU) No 1215/2012 of the European Parliament and of the Council of 12 December 2012 on the jurisdiction and the recognition and enforcement of judgments in civil and commercial matters (“Brussels Regulation (Recast)”). The full judgment can be found here.
The key questions referred to the CJEU for a preliminary ruling were whether the lawfulness of asymmetric jurisdiction clauses should be evaluated under the autonomous principles of the Brussels Regulation (Recast) or the applicable national law; if the Brussels Regulation (Recast) applies, whether Article 25(1) permits a clause that grants one party exclusive access to a specific court, while allowing the other party the option to choose between that court and any other court with jurisdiction under general rules of law.
The CJEU ruled that the validity of a jurisdiction clause and, objections based on the alleged imprecision or asymmetry of the clause must be considered through the lens of EU law. Such issues are not to be evaluated using national legal concepts that govern when an agreement is “null and void as to its substantive validity”. Instead, they must be examined using autonomous criteria derived directly from Article 25 itself, as interpreted by the CJEU.
Article 25(4) of the Brussels Regulation (Recast), read in conjunction with Articles 15, 19, and 23, expressly governs the circumstances in which an asymmetric jurisdiction clause is valid or invalid. As highlighted in Recital 18 of the Regulation, asymmetry between the parties is a common feature in insurance, consumer, and employment contracts. The provisions in Articles 15, 19, and 23 are designed to correct that imbalance by granting the weaker party access to jurisdictional rules that are more favourable than the general ones. A jurisdiction clause remains valid if it allows the weaker party (such as a consumer, employee, or insured person) to bring proceedings before courts other than those that would normally have jurisdiction under the Regulation. Conversely, if the clause excludes the jurisdiction of certain courts solely for the benefit of the stronger party (e.g. the employer, business, or insurer), it will be deemed null and void.
Therefore, Article 25(1) and (4) of the Brussels Regulation (Recast) is to be interpreted as allowing asymmetric jurisdiction clauses, where one party may bring proceedings only before a designated court, while the other party retains the option to bring proceedings before that court or any other competent court, provided that certain conditions are satisfied; notably the jurisdiction clause must:
- designate with sufficient precision the courts of one or more EU Member States or states that are parties to the 2007 Lugano II Convention (being Switzerland, Iceland, Norway),
- contain sufficiently precise and objective criteria to enable the court seized to determine whether it has jurisdiction,
- not infringe the protections afforded under Articles 15, 19, or 23 of the Regulation (relating to insurance, employment, and consumer contracts), and
- not override the exclusive jurisdiction rules set out in Article 24.
This pivotal ruling establishes that asymmetric jurisdiction clauses are not inherently invalid under EU law, provided they meet the specified conditions. This clarification will undoubtedly capture the attention. of those engaged in international financing, where such clauses are widely used. Only time will reveal whether this trend wanes as a consequence.
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