The first paragraph of Article 17 of the Convention of 27 September 1968 on Jurisdiction and the Enforcement of Judgments in Civil and Commercial Matters, as amended by the Convention of 9 October 1978 on the Accession of the Kingdom of Denmark, Ireland and the United Kingdom of Great Britain and Northern Ireland, by the Convention of 25 October 1982 on the Accession of the Hellenic Republic and by the Convention of 26 May 1989 on the Accession of the Kingdom of Spain and the Portuguese Republic, must be interpreted as follows:

1\. It does not require that a jurisdiction clause be formulated in such a way that the competent court can be determined on its wording alone. It is sufficient that the clause state the objective factors on the basis of which the parties have agreed to choose a court or the courts to which they wish to submit disputes which have arisen or which may arise between them. Those factors, which must be sufficiently precise to enable the court seised to ascertain whether it has jurisdiction, may, where appropriate, be determined by the particular circumstances of the case.

2\. It applies only if, first, at least one of the parties to the original contract is domiciled in a Contracting State and, secondly, the parties agree to submit any disputes before a court or the courts of a Contracting State.

3\. A jurisdiction clause agreed between a carrier and a shipper which appears in a bill of lading is enforceable against a third party bearer of the bill of lading if he succeeded to the rights and obligations of the shipper under the applicable national law when he acquired the bill of lading. If he did not, it must be ascertained whether he accepted that clause having regard to the requirements laid down in the first paragraph of Article 17 of the Convention, as amended.

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The third case mentioned in the second sentence of the first paragraph of Article 17 of the Convention of 27 September 1968 on Jurisdiction and the Enforcement of Judgments in Civil and Commercial Matters, as amended by the Convention of 9 October 1978 on the Accession of the Kingdom of Denmark, Ireland and the United Kingdom of Great Britain and Northern Ireland, is to be interpreted as follows:

1\. The contracting parties' consent to the jurisdiction clause is presumed to exist where their conduct is consistent with a usage which governs the area of international trade or commerce in which they operate and of which they are, or ought to have been, aware.

2\. The existence of a usage, which must be determined in relation to the branch of trade or commerce in which the parties to the contract operate, is established where a particular course of conduct is generally and regularly followed by operators in that branch when concluding contracts of a particular type.

It is not necessary for such a course of conduct to be established in specific countries or, in particular, in all the Contracting States.

A specific form of publicity cannot be required in all cases.

The fact that a course of conduct amounting to a usage is challenged before the courts is not sufficient to cause the conduct no longer to constitute a usage.

3\. The specific requirements covered by the expression \`form which accords' must be assessed solely in the light of the commercial usages of the branch of international trade or commerce concerned, without taking into account any particular requirements which national provisions might lay down.

4\. Awareness of the usage must be assessed with respect to the original parties to the agreement conferring jurisdiction, their nationality being irrelevant in this regard. Awareness of the usage will be established when, regardless of any specific form of publicity, in the branch of trade or commerce in which the parties operate a particular course of conduct is generally and regularly followed in the conclusion of a particular type of contract, so that it may be regarded as an established usage.

5\. The choice of court in a jurisdiction clause may be assessed only in the light of considerations connected with the requirements laid down in Article 17 of the Convention of 27 September 1968. Considerations about the links between the court designated and the relationship at issue, about the validity of the clause, or about the substantive rules of liability applicable before the chosen court are unconnected with those requirements.

(1) - The terminology of the English text was changed by the Convention of 26 May 1989 from \practices' to \usages'. The majority of the other language texts use the same terminology (usage, uso, Handelsbrauch ...). In the translation of the present judgment, the term \`usages' has been adopted [although it did not appear in the text of the convention under consideration].

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1\. The first paragraph of Article 13 and the first paragraph of Article 14 of the Convention of 27 September 1968 on jurisdiction and the enforcement of judgments in civil and commercial matters, as amended by the Convention of 9 October 1978 on the accession of the Kingdom of Denmark, Ireland and the United Kingdom of Great Britain and Northern Ireland, must be interpreted as meaning that a plaintiff who has concluded a contract with a view to pursuing a trade or profession, not at the present time but in the future, may not be regarded as a consumer.

2\. The courts of a Contracting State which have been designated in a jurisdiction clause validly concluded under the first paragraph of Article 17 of the Convention of 27 September 1968 also have exclusive jurisdiction where the action seeks in particular a declaration that the contract containing that clause is void.

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1\. The third hypothesis in the second sentence of the first paragraph of Article 17 of the Convention of 27 September 1968 on jurisdiction and the enforcement of judgments in civil and commercial matters, as amended by the Convention of 9 October 1978 on the accession of the Kingdom of Denmark, Ireland and the United Kingdom of Great Britain and Northern Ireland, must be interpreted as meaning that, under a contract concluded orally in international trade or commerce, an agreement conferring jurisdiction will be deemed to have been validly concluded under that provision by virtue of the fact that one party to the contract did not react to a commercial letter of confirmation sent to it by the other party to the contract or repeatedly paid invoices without objection where those documents contained a pre-printed reference to the courts having jurisdiction, provided that such conduct is consistent with a practice in force in the field of international trade or commerce in which the parties in question operate and the latter are aware or ought to have been aware of the practice in question. It is for the national court to determine whether such a practice exists and whether the parties to the contract were aware of it. A practice exists in a branch of international trade or commerce in particular where a particular course of conduct is generally followed by contracting parties operating in that branch when they conclude contracts of a particular type. The fact that the contracting parties were aware of that practice is made out in particular where they had previously had trade or commercial relations between themselves or with other parties operating in the branch of trade or commerce in question or where, in that branch, a particular course of conduct is generally and regularly followed when concluding a certain type of contract, with the result that it may be regarded as being a consolidated practice.

2\. The Convention of 27 September 1968 must be interpreted as meaning that an oral agreement on the place of performance which is designed not to determine the place where the person liable is actually to perform the obligations incumbent upon him, but solely to establish that the courts for a particular place have jurisdiction, is not governed by Article 5(1) of the Convention, but by Article 17, and is valid only if the requirements set out therein are complied with.

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1\. A clause contained in the statutes of a company limited by shares and adopted in accordance with the provisions of the applicable national law and those statutes themselves conferring jurisdiction on a court of a Contracting State to settle disputes between that company and its shareholders constitutes an agreement conferring jurisdiction within the meaning of Article 17 of the Brussels Convention;

2\. Irrespective of how shares are acquired, the formal requirements laid down in Article 17 must be considered to be complied with in regard to any shareholder if the clause conferring jurisdiction is contained in the statutes of the company and those statutes are lodged in a place to which the shareholder may have access or are contained in a public register;

3\. The requirement that a dispute arise in connection with a particular legal relationship within the meaning of Article 17 is satisfied if the clause conferring jurisdiction contained in the statutes of a company may be interpreted as referring to the disputes between the company and its shareholders as such;

4 It is for the national court to interpret the clause conferring jurisdiction invoked before it in order to determine which disputes fall within its scope.

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Where a written agreement containing a jurisdiction clause provided that it could be renewed only in writing, but has expired and continued to serve as the legal basis for the parties' contractual relations, the jurisdiction clause still satisfies Article 17's formal requirements if, under the applicable law, the original agreement could validly be renewed otherwise than in writing. It also satisfies those requirements if one party gave written confirmation of either the jurisdiction clause or the tacitly renewed terms containing it, and the other party, after receiving that confirmation, raised no objection.

A jurisdiction agreement is not to be regarded as concluded for the benefit of only one party, within the meaning of the third paragraph of Article 17, merely because it is established only that the parties agreed that a court, or the courts, of the Contracting State where that party is domiciled are to have jurisdiction.

The formal requirements in the first paragraph of Article 17 are satisfied where jurisdiction was conferred by an express oral agreement, one party sent written confirmation of that agreement to the other, and the other party raised no objection.

1 . ARTICLE 18 OF THE CONVENTION OF 27 SEPTEMBER 1968 ON JURISDICTION AND THE ENFORCEMENT OF JUDGMENTS IN CIVIL AND COMMERCIAL MATTERS APPLIES EVEN WHERE THE PARTIES HAVE BY AGREEMENT DESIGNATED A COURT WHICH IS TO HAVE JURISDICTION WITHIN THE MEANING OF ARTICLE 17 OF THAT CONVENTION .

2 . ARTICLE 18 OF THE CONVENTION OF 27 SEPTEMBER 1968 MUST BE INTERPRETED AS MEANING THAT THE RULE ON JURISDICTION WHICH THAT PROVISION LAYS DOWN DOES NOT APPLY WHERE THE DEFENDANT NOT ONLY CONTESTS THE COURT ' S JURISDICTION BUT ALSO MAKES SUBMISSIONS ON THE SUBSTANCE OF THE ACTION , PROVIDED THAT , IF THE CHALLENGE TO JURISDICTION IS NOT PRELIMINARY TO ANY DEFENCE AS TO THE SUBSTANCE , IT DOES NOT OCCUR AFTER THE MAKING OF THE SUBMISSIONS WHICH UNDER NATIONAL PROCEDURAL LAW ARE CONSIDERED TO BE THE FIRST DEFENCE ADDRESSED TO THE COURT SEISED .

3 . ARTICLE 22 OF THE CONVENTION OF 27 SEPTEMBER 1968 APPLIES ONLY WHERE RELATED ACTIONS ARE BROUGHT BEFORE COURTS OF TWO OR MORE CONTRACTING STATES .

4 . ARTICLE 17 OF THE CONVENTION OF 27 SEPTEMBER 1968 MUST BE INTERPRETED AS MEANING THAT THE LEGISLATION OF A CONTRACTING STATE MAY NOT ALLOW THE VALIDITY OF AN AGREEMENT CONFERRING JURISDICTION TO BE CALLED IN QUESTION SOLELY ON THE GROUND THAT THE LANGUAGE USED IS NOT THAT PRESCRIBED BY THAT LEGISLATION .

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In proceedings brought after the Convention entered into force, a jurisdiction clause in an employment contract concluded before that date remains valid even if, when the contract was made, the national law then in force would have treated that clause as void.

WHERE A CLAUSE CONFERRING JURISDICTION IS INCLUDED AMONG THE GENERAL CONDITIONS OF SALE OF ONE OF THE PARTIES , PRINTED ON THE BACK OF A CONTRACT , THE REQUIREMENT OF A WRITING UNDER THE FIRST PARAGRAPH OF ARTICLE 17 OF THE CONVENTION OF 27 SEPTEMBER 1968 ON JURISDICTION AND THE ENFORCEMENT OF JUDGMENTS IN CIVIL AND COMMERCIAL MATTERS IS FULFILLED ONLY IF THE CONTRACT SIGNED BY BOTH PARTIES CONTAINS AN EXPRESS REFERENCE TO THOSE GENERAL CONDITIONS .

IN THE CASE OF A CONTRACT CONCLUDED BY REFERENCE TO EARLIER OFFERS , WHICH WERE THEMSELVES MADE WITH REFERENCE TO THE GENERAL CONDITIONS OF ONE OF THE PARTIES INCLUDING A CLAUSE CONFERRING JURISDICTION , THE REQUIREMENT OF A WRITING UNDER THE FIRST PARAGRAPH OF ARTICLE 17 OF THE CONVENTION IS SATISFIED ONLY IF THE REFERENCE IS EXPRESS AND CAN THEREFORE BE CHECKED BY A PARTY EXERCISING REASONABLE CARE .

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IN THE CASE OF AN ORALLY CONCLUDED CONTRACT , THE REQUIREMENTS OF THE FIRST PARAGRAPH OF ARTICLE 17 OF THE CONVENTION OF 27 SEPTEMBER 1968 ON JURISDICTION AND THE ENFORCEMENT OF JUDGMENTS IN CIVIL AND COMMERCIAL MATTERS AS TO FORM ARE SATISFIED ONLY IF THE VENDOR ' S CONFIRMATION IN WRITING ACCOMPANIED BY NOTIFICATION OF THE GENERAL CONDITIONS OF SALE HAS BEEN ACCEPTED IN WRITING BY THE PURCHASER .

THE FACT THAT THE PURCHASER DOES NOT RAISE ANY OBJECTIONS AGAINST A CONFIRMATION ISSUED UNILATERALLY BY THE OTHER PARTY DOES NOT AMOUNT TO ACCEPTANCE ON HIS PART OF THE CLAUSE CONFERRING JURISDICTION UNLESS THE ORAL AGREEMENT COMES WITHIN THE FRAMEWORK OF A CONTINUING TRADING RELATIONSHIP BETWEEN THE PARTIES WHICH IS BASED ON THE GENERAL CONDITIONS OF ONE OF THEM , AND THOSE CONDITIONS CONTAIN A CLAUSE CONFERRING JURISDICTION .

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