Azione sociale di responsabilita` contro l’amministratore-dipendente e giurisdizione internazionale

Neither the Brussels I Regulation nor the Brussels I Recast provide special rules to allocate jurisdiction among Member States’ courts over liability actions brought by a company against its managers for wrong- ful conduct or breach of the duty of properly managing the company. In the case at hand the plaintiff company sued its manager, who was domiciled in another Mem- ber State, also in his capacity of director, alleging a breach of the individual employment agreement. Thus bringing several claims against the same defendant. The annotated decision by the ECJ clarifies that liabi- lity actions for breach of managerial duties under the company law of a Member State fall within the notion of «matters relating to a contract» and elucidates how the place of performance of managerial duties shall be determined. Furthermore, the ECJ answers the que- stion of which rule shall prevail between Articles 5, no. 1, and 18-21 Reg. 44/2001 if several claims are brought against the same defendant, each based on a different contract entered into between the defendant and the claimant. Lastly, the ECJ specified to what ex- tent the protective forum for labour disputes shall ap- ply, when the director is also a shareholder of the com- pany. Notwithstanding the carefully drafted decision of the ECJ, a few issues, analysed by the Author, remain unclear, regarding jurisdiction over damages claims brought by third parties such as company’s creditors and liability actions brought against de facto managers.