Stuttgart model clause

Commercial Court Baden-Württemberg
Commercial Chambers Stuttgart

The following non-binding draft sets forth a potential formulation for a responsibility clause, in order to clarify the regulatory system of the law. This formulation aid cannot replace professional legal advising in an individual case. Deviating formulations are also possible. We accept no liability for the correctness and completeness of the draft, nor for its suitability in any individual case.

(1) The exclusive international and local place of jurisdiction for all disputes between the Parties arising from and in conjunction with this Agreement, its validity, interpretation and implementation (including its Annexes) is Stuttgart, Germany.

(2) The Parties hereby agree that the Commercial Court of Baden-Württemberg at the Higher Regional Court of Stuttgart shall bear exclusive responsibility as the initial jurisdiction, if

• the dispute falls within one of the subject areas under Sec. 7 para. 2 of the Ordinance of the Ministry of Justice of Baden-Württemberg Regarding Judicial Responsibility (ZuVOJu BW) in the current valid version, and
• the value in dispute reaches the litigation value threshold set forth in Sec. 119b para. 1 of the Judicature Act (GVG) [currently 500,000.00 euros].

(3) The Parties agree that the dispute shall be decided by a Commercial Chamber of the Stuttgart Regional Court (Civil Chamber or Chamber Handling Commercial Matters), if

• the dispute falls within one of the subject areas under Sec. 7a para. 2 ZuVOJu BW in the current valid version, and
• the value in dispute falls below the litigation value threshold set forth in Sec. 119b para. 1 of GVG [currently 500,000.00 euros].

The functional responsibility of the Civil Chamber of Chamber Handling Commercial Matters of the Commercial Chamber of the Stuttgart Regional Court is determined based on general statutory regulations.

Variant 1: Language of proceedings: German

(4) The Parties agree that the proceedings in accordance with paragraph 2 or 3 shall be held in German. The Parties waive translation of English-language documents available as Annexes to briefs or otherwise introduced in the proceedings.

Variant 2: Language of proceedings: German

(4) The Parties agree that the proceedings in accordance with paragraph 2 or 3 shall be held in English. The Parties waive translation of German-language documents available as Annexes to briefs or otherwise introduced in the proceedings.

(5) The Parties hereby undertake to make the necessary procedural motions to implement the responsibility and proceedings in accordance with the above paragraphs.

Remarks:

1. Section 7 para. 2 ZuVOJu BW in the version as of 04/04/2025 is expected to read as follows:

“The Commercial Court is the initial jurisdiction responsible for the districts of the Higher Regional Court of Karlsruhe and Stuttgart, under the requirements of Sec. 119b paragraph 2 of the Judicature Act for the following disputes with a litigation value above 500,000 euros:

1. Civil disputes between businesses (Sec. 14 of the German Civil Code) in the area of corporate law,
2. Disputes arising from or in conjunction with the acquisition of a company or at least 3 % of the shares in a company,
3. Disputes between a company and members of the executive body or Supervisory Board.

The responsibility under clause 1 also applies if the Regional Court has exclusive responsibility or if there is another exclusive place of jurisdiction. The court decisions listed in Sec. 13 paragraph 2 are excepted from clause 1, as well as disputes and proceedings in accordance with Sec. 119b paragraph 1 clause 4 of the Judicature Act.”

2. Section 7a para. 2 ZuVOJu BW in the version as of 04/04/2025 is expected to read as follows:

“The Commercial Chambers at the Stuttgart Regional Court will be assigned the disputes listed in Sec. 7 paragraph 2 clause 1 numbers 1 to 3 for the district of the Higher Regional Court of Stuttgart, insofar as the Regional Court has legitimate jurisdiction over the subject matter of the case. Section 7 paragraph 2 clause 3 applies accordingly. The responsibility of the Commercial Court in accordance with Section 7 paragraph 2 clause 1 shall remain unaffected.

3. In paragraphs 2 and 3 of the clause, a static reference to the version of Sections 7, 7a ZuVOJu BW valid at the time the Agreement was signed, as well as a specific statement of the litigation value threshold of 500,000.00 euros would also be conceivable. The advantage of the provided dynamic reference in both points is that any expansion in the subject areas or reduction of the litigation value threshold in Section 119b para. 1 GVG, Sections 7, 7z ZuVOJu BW would be taken into consideration.

4. Section 119b para. 2 GVG permits an agreement regarding the responsibility of the Commercial Court independent of the requirements of Sec. 38 ZPO.

5. According to Section 7a para. 2 ZuVOJu, responsibility would be concentrated with the Stuttgart Regional Court (Commercial Chambers) for the disputes listed under paragraph 3, if there is a local place of jurisdiction in the district of the Higher Regional Court of Stuttgart. If the local responsibility of Stuttgart Regional Court (Commercial Chambers) is to be based on the agreement according to clause 1 in other cases, then the specifications of Sec. 38 ZPO should be observed by way of precaution.