6.4.2.4 Jurisdiction clause

Shareholders may agree beforehand that in the event of a dispute to which proceedings for the settlement of disputes apply, first instance at a District Court is no longer possible and that their case should be brought directly before the OK, normally the appeal court.1 This option is provided for in Art. 2:337 paragraph 2 DCC. If shareholders have agreed so, the District Court no longer has jurisdiction unless the shareholders have agreed otherwise.2 A shareholder cannot be bound by a jurisdiction clause if he not consented to this clause.3

Shareholders may also agree that another District Court or another Court of Appeal has jurisdiction than would be competent pursuant to Art. 2:336 paragraphs 3 and 5 DCC. It is hard to imagine why shareholders would choose another Court of Appeal than the OK, taking into consideration that the OK is specialized in disputes in companies. Moreover, shareholders may beforehand agree on the competence of a Dutch court, which could be very helpful if foreign parties are involved.4

In addition, Art. 329 RV provides for the option for parties to agree on skipping first instance at the District Court at the start of the proceedings. This general rule also applies to proceedings for the settlement of disputes. Prorogation is also possible with respect to related claims, which are combined with the exit proceedings.5