{"attribution":{"source":"legal.exploreworldai.com","canonical":"https://legal.exploreworldai.com/api/public/v1/judgment-text?id=eu:c-63-25","cite_as":"NovaCopilot, legal.exploreworldai.com (https://legal.exploreworldai.com/api/public/v1/judgment-text?id=eu:c-63-25)","license":"https://legal.exploreworldai.com/revision","version":"legal-2026-10-23","fingerprint":"ewai:eu:b67bfc","proof":"sha256:2feb6e0a174a60446de6f7dc40061de7c39b8524aafc0532c1d6477327a7c23e","jurisdiction":"eu","lang":"en","publisher":"NovaCopilot by ExploreWorld Legal","terms":"https://legal.exploreworldai.com/om"},"brand_source":"Source: NovaCopilot","item":{"schema_version":"1.0.0","id":"eu:c-63-25","jurisdiction":"eu","lang":"en","brand_source":"Source: NovaCopilot","brand":{"product":"NovaCopilot","platform":"ExploreWorldAI","infrastructure":"ExploreWorld Legal","infrastructure_url":"legal.exploreworldai.com","legal_entity":"Valkiv Ventures AB","permanent_url":"https://legal.exploreworldai.com/novacopilot","source":"Source: NovaCopilot","powered_by":"Powered by NovaCopilot","license":"https://legal.exploreworldai.com/licensvillkor"},"sections":[{"title":"Provisional text","paragraphs":[]},{"title":"JUDGMENT OF THE COURT (Third Chamber)","paragraphs":[]},{"title":"15 October 2026 ( * )","paragraphs":["para_4","para_5","para_6","para_7","para_8","para_9","para_10","para_11","para_12","para_13","para_14","para_15","para_16","para_17","para_18","para_19","para_20","para_21","para_22","para_23"]},{"title":"Judgment","paragraphs":["para_25","para_26"]},{"title":"The legal framework","paragraphs":[]},{"title":"European Union law","paragraphs":[]},{"title":"Directive 93/13","paragraphs":[]},{"title":"3         The tenth recital of Directive 93/13 states:","paragraphs":["para_31"]},{"title":"4         Under Article 1(1) of that directive:","paragraphs":["para_33"]},{"title":"5         Article 2(b) and (c) of that directive provides:","paragraphs":["para_35","para_36","para_37","para_38"]},{"title":"6         Under Article 3(1) and (2) of that directive:","paragraphs":["para_40","para_41","para_42","para_43"]},{"title":"Polish law","paragraphs":[]},{"title":"The Civil Code","paragraphs":["para_46","para_47"]},{"title":"8         Article 43 1 of the Civil Code provides:","paragraphs":["para_49"]},{"title":"9         Article 66(1) of that civil code provides as follows:","paragraphs":["para_51"]},{"title":"10       Under the terms of Article 385 1 of that civil code:","paragraphs":["para_53","para_54","para_55","para_56"]},{"title":"The Law on Investment Funds","paragraphs":["para_58","para_59","para_60","para_61","para_62"]},{"title":"12       Under Article 6(1) and (2) of that law:","paragraphs":["para_64","para_65","para_66","para_67"]},{"title":"13       Article 15(1) of that law provides:","paragraphs":["para_69"]},{"title":"1.      the granting of articles of association to the investment fund by a company;","paragraphs":["para_71"]},{"title":"14       Under Article 117(1) and (3) of that law:","paragraphs":["para_73","para_74","para_75"]},{"title":"15       Article 139 of the Law on Investment Funds provides:","paragraphs":["para_77","para_78","para_79","para_80"]},{"title":"The dispute in the main proceedings and the questions referred for a preliminary ruling","paragraphs":["para_82","para_83","para_84","para_85","para_86","para_87","para_88","para_89","para_90","para_91","para_92","para_93","para_94"]},{"title":"The questions referred for a preliminary ruling","paragraphs":["para_96","para_97","para_98","para_99","para_100","para_101","para_102","para_103","para_104","para_105","para_106","para_107","para_108","para_109","para_110","para_111","para_112","para_113","para_114","para_115","para_116","para_117","para_118","para_119","para_120","para_121","para_122"]},{"title":"Costs","paragraphs":["para_124"]},{"title":"On those grounds, the Court (Third Chamber) hereby rules:","paragraphs":["para_126","para_127","para_128","para_129"]}],"paragraphs":[{"text":"Provisional text","paragraph_id":"para_1"},{"text":"JUDGMENT OF THE COURT (Third Chamber)","paragraph_id":"para_2"},{"text":"15 October 2026 ( * )","paragraph_id":"para_3"},{"text":"( Reference for a preliminary ruling – Consumer protection – Directive 93/13/EEC – Unfair terms in consumer contracts – Article 1(1) – Scope – Article 2(b) – Concept of ‘consumer’ – Article 2(c) – Concept of ‘seller or supplier’ – Article 3(2) – Term which has not been individually negotiated – Articles of association of a closed-end investment fund – Subscription to that fund – Acquisition by a participant of investment certificates issued by that fund )","paragraph_id":"para_4"},{"text":"In Case C‑63/25,","paragraph_id":"para_5"},{"text":"REQUEST for a preliminary ruling under Article 267 TFEU from the Sąd Apelacyjny w Warszawie (Court of Appeal, Warsaw, Poland), by decision of 21 November 2024, received by the Court on 28 January 2025, in the proceedings","paragraph_id":"para_6"},{"text":"K. Sz.,","paragraph_id":"para_7"},{"text":"H. Sz.,","paragraph_id":"para_8"},{"text":"W. Sz.","paragraph_id":"para_9"},{"text":"v","paragraph_id":"para_10"},{"text":"Z. Fundusz Inwestycyjny Zamknięty, in liquidation,","paragraph_id":"para_11"},{"text":"THE COURT (Third Chamber),","paragraph_id":"para_12"},{"text":"composed of C. Lycourgos, President of the Chamber, N. Fenger, S. Rodin, N. Piçarra and O. Spineanu-Matei (Rapporteur), Judges,","paragraph_id":"para_13"},{"text":"Advocate General: A. Biondi,","paragraph_id":"para_14"},{"text":"Registrar: V. Di Bucci,","paragraph_id":"para_15"},{"text":"having regard to the written procedure,","paragraph_id":"para_16"},{"text":"after considering the observations submitted on behalf of:","paragraph_id":"para_17"},{"text":"–        W. Sz., H. Sz., K. Sz., by A. Car, adwokat,","paragraph_id":"para_18"},{"text":"–        Z. Fundusz Inwestycyjny Zamknięty, in liquidation, by J. Ziajka, radca prawny,","paragraph_id":"para_19"},{"text":"–        the Polish Government, by B. Majczyna, acting as Agent,","paragraph_id":"para_20"},{"text":"–        the European Commission, by P. Kienapfel and M. Owsiany-Hornung, acting as Agents,","paragraph_id":"para_21"},{"text":"after hearing the Opinion of the Advocate General at the sitting on 4 June 2026,","paragraph_id":"para_22"},{"text":"gives the following","paragraph_id":"para_23"},{"text":"Judgment","paragraph_id":"para_24"},{"text":"1         This request for a preliminary ruling concerns the interpretation of Article 2(b) and (c) and Article 3(2) of Council Directive 93/13/EEC of 5 April 1993 on unfair terms in consumer contracts (OJ 1993 L 95, p. 29).","paragraph_id":"para_25"},{"text":"2         The request has been made in proceedings between K. Sz., H. Sz. and W. Sz., natural persons, and Z. Fundusz Inwestycyjny Zamknięty, a closed-end investment fund (‘FIZ’), concerning the latter’s refusal to honour requests for the redemption of investment certificates.","paragraph_id":"para_26"},{"text":"The legal framework","paragraph_id":"para_27"},{"text":"European Union law","paragraph_id":"para_28"},{"text":"Directive 93/13","paragraph_id":"para_29"},{"text":"3         The tenth recital of Directive 93/13 states:","paragraph_id":"para_30"},{"text":"‘Whereas more effective protection of the consumer can be achieved by adopting uniform rules of law in the matter of unfair terms; whereas those rules should apply to all contracts concluded between sellers or suppliers and consumers; whereas as a result inter alia contracts relating to employment, …","paragraph_id":"para_31"},{"text":"4         Under Article 1(1) of that directive:","paragraph_id":"para_32"},{"text":"‘The purpose of this Directive is to approximate the laws, regulations and administrative provisions of the Member States relating to unfair terms in contracts concluded between a seller or supplier and a consumer.’","paragraph_id":"para_33"},{"text":"5         Article 2(b) and (c) of that directive provides:","paragraph_id":"para_34"},{"text":"‘For the purposes of this Directive:","paragraph_id":"para_35"},{"text":"…","paragraph_id":"para_36"},{"text":"(b)      “consumer” means any natural person who, in contracts covered by this Directive, is acting for purposes which are outside his trade, business or profession;","paragraph_id":"para_37"},{"text":"(c)      “seller or supplier” means any natural or legal person who, in contracts covered by this Directive, is acting for purposes relating to his trade, business or profession, whether publicly owned or privately owned.’","paragraph_id":"para_38"},{"text":"6         Under Article 3(1) and (2) of that directive:","paragraph_id":"para_39"},{"text":"‘1.      A contractual term which has not been individually negotiated shall be regarded as unfair if, contrary to the requirement of good faith, it causes a significant imbalance in the parties’ rights and obligations arising under the contract, to the detriment of the consumer.","paragraph_id":"para_40"},{"text":"2.      A term shall always be regarded as not individually negotiated where it has been drafted in advance and the consumer has therefore not been able to influence the substance of the term, particularly in the context of a pre-formulated standard contract.","paragraph_id":"para_41"},{"text":"The fact that certain aspects of a term or one specific term have been individually negotiated shall not exclude the application of this Article to the rest of a contract if an overall assessment of the contract indicates that it is nevertheless a pre-formulated standard contract.","paragraph_id":"para_42"},{"text":"Where any seller or supplier claims that a standard term has been individually negotiated, the burden of proof in this respect shall be incumbent on him.’","paragraph_id":"para_43"},{"text":"Polish law","paragraph_id":"para_44"},{"text":"The Civil Code","paragraph_id":"para_45"},{"text":"7         Under Article 22 1 of the ustawa z dnia 23 kwietnia 1964 r. – Kodeks cywilny (Act of 23 April 1964 – Civil Code) (Dz. U. of 2023, item 1610) (‘the Civil Code’):","paragraph_id":"para_46"},{"text":"‘A “consumer” is a natural person who conducts with an entrepreneur a legal transaction which has no direct link to that person’s business or professional activity.’","paragraph_id":"para_47"},{"text":"8         Article 43 1 of the Civil Code provides:","paragraph_id":"para_48"},{"text":"‘An entrepreneur is a natural person, a legal person or an organisational unit as referred to in Article 33 1 (1) carrying out business or professional activity in its own name.’","paragraph_id":"para_49"},{"text":"9         Article 66(1) of that civil code provides as follows:","paragraph_id":"para_50"},{"text":"‘A declaration of intent to conclude a contract made to another party shall constitute an offer if it specifies the essential provisions of the contract.’","paragraph_id":"para_51"},{"text":"10       Under the terms of Article 385 1 of that civil code:","paragraph_id":"para_52"},{"text":"‘1.      The terms of a contract concluded with a consumer which have not been individually negotiated shall not be binding on the consumer if his or her rights and obligations are set forth in a way that is contrary to good practice and grossly infringes his or her interests (unlawful terms). This …","paragraph_id":"para_53"},{"text":"…","paragraph_id":"para_54"},{"text":"3.      The terms of a contract which have not been individually negotiated are those over whose content the consumer had no actual influence. This refers, in particular, to contractual terms taken from a standard contract proposed to that consumer by a contracting party.","paragraph_id":"para_55"},{"text":"…’","paragraph_id":"para_56"},{"text":"The Law on Investment Funds","paragraph_id":"para_57"},{"text":"11       The ustawa o funduszach inwestycyjnych i zarządzaniu alternatywnymi funduszami inwestycyjnymi (the Law on investment funds and the management of alternative investment funds) (Dz. U. 2004 No 146, Dz. U. 2024, item 1546) (‘the Law on Investment Funds’) provides in Article 3:","paragraph_id":"para_58"},{"text":"‘1.      An investment fund is a legal person whose sole business is to invest the funds raised by offering its investment certificates in securities, money market instruments and other property rights laid down herein.","paragraph_id":"para_59"},{"text":"…","paragraph_id":"para_60"},{"text":"3. An investment fund conducts its operations with particular regard to the interests of participants of the fund, observing the investment risk mitigation rules laid down herein.","paragraph_id":"para_61"},{"text":"…’","paragraph_id":"para_62"},{"text":"12       Under Article 6(1) and (2) of that law:","paragraph_id":"para_63"},{"text":"‘1.      The participants of an investment fund are natural persons, legal persons or unincorporated organisational units:","paragraph_id":"para_64"},{"text":"…","paragraph_id":"para_65"},{"text":"2)      who hold a securities account in which investment certificates are registered, or who are entitled to investment certificates held in a collective account.","paragraph_id":"para_66"},{"text":"2.      Units or investment certificates represent the property rights of participants of the fund, as laid down by statute and the investment fund’s articles of association.’","paragraph_id":"para_67"},{"text":"13       Article 15(1) of that law provides:","paragraph_id":"para_68"},{"text":"‘The establishment of an investment fund, subject to Article 15a, requires:","paragraph_id":"para_69"},{"text":"1.      the granting of articles of association to the investment fund by a company;","paragraph_id":"para_70"},{"text":"…’","paragraph_id":"para_71"},{"text":"14       Under Article 117(1) and (3) of that law:","paragraph_id":"para_72"},{"text":"‘1.      The closed-end investment fund issues investment certificates.","paragraph_id":"para_73"},{"text":"…","paragraph_id":"para_74"},{"text":"3.      Individuals may acquire investment certificates in an investment fund, as referred to in Article 15(1a), provided that the value of an investment certificate from the fund’s initial issue is not less than the equivalent in Polish zlotys of EUR 40 000.’","paragraph_id":"para_75"},{"text":"15       Article 139 of the Law on Investment Funds provides:","paragraph_id":"para_76"},{"text":"‘1.      A closed-end investment fund may redeem the investment certificates it has issued, provided that its articles of association so provide.","paragraph_id":"para_77"},{"text":"…","paragraph_id":"para_78"},{"text":"3.      The articles of association of the closed-end investment fund set out the requirements, terms and conditions for the redemption of investment certificates, as well as the timeframes and procedures for giving notice of the redemption of certificates.","paragraph_id":"para_79"},{"text":"…’","paragraph_id":"para_80"},{"text":"The dispute in the main proceedings and the questions referred for a preliminary ruling","paragraph_id":"para_81"},{"text":"16       On 7 June 2016, FIZ sent K. Sz., a doctor, and his parents, H. Sz. and W. Sz., both pensioners, a written offer to purchase investment certificates, setting out the terms and conditions of their issue in an annex presented as the sole legally binding document.","paragraph_id":"para_82"},{"text":"17       On the recommendation of an employee at their bank, K. Sz., H. Sz. and W. Sz. each purchased two investment certificates issued by FIZ, at a unit price of 186 714.14 zlotys (PLN) (approximately EUR 44 290). To that end, they completed a standard form in which they declared that they had read and understood the terms and conditions of issue of those certificates and accepted the terms and conditions governing their purchase, as well as FIZ’s articles of association.","paragraph_id":"para_83"},{"text":"18       On 26 March 2019, K. Sz., H. Sz. and W. Sz. submitted redemption requests to FIZ for all their certificates, which had previously been split by FIZ into 2 000 certificates per person. Following FIZ’s refusal of those requests on the ground that its articles of association authorised it to r …","paragraph_id":"para_84"},{"text":"19       By a judgment of 2 November 2022, the Sąd Okręgowy w Warszawie (Regional Court, Warsaw) dismissed the action. According to that court, FIZ’s articles of association, which set out the rights and obligations of the fund’s participants in relation to the fund and the company acting as its management body, do not constitute a contract and are therefore not subject to review under Article 385 1 (1) of the Civil Code.","paragraph_id":"para_85"},{"text":"20       The applicants lodged an appeal against that judgment before the Sąd Apelacyjny w Warszawie (Court of Appeal, Warsaw, Poland), which is the referring court. The latter raises the question of how, in the light of Article 2(b) and (c) and Article 3(2) of Directive 93/13, the legal relationshi …","paragraph_id":"para_86"},{"text":"21       First, the referring court asks whether a participant of a closed-end investment fund may be classified as a ‘consumer’ within the meaning of Article 2(b) of Directive 93/13, given that the investment certificates acquired are, at the same time, securities of both a financial and a corporate nature, including, in particular, the right to participate in the investors’ council.","paragraph_id":"para_87"},{"text":"22       Secondly, the referring court asks whether FIZ can be regarded as a ‘seller or supplier’ within the meaning of Article 2(c) of that directive. That court notes that a closed-end investment fund has legal personality under Polish law, that it is managed and represented vis-à-vis third partie …","paragraph_id":"para_88"},{"text":"23       Thirdly, the referring court asks whether a provision in the articles of association of a closed-end investment fund which sets out the rights and obligations of participants, including the rules governing the redemption of investment certificates, may be regarded as a term of a contract ‘not individually negotiated’, within the meaning of Article 3(2) of Directive 93/13.","paragraph_id":"para_89"},{"text":"24       That court has doubts as to the legal nature of the relationship between a closed-end investment fund and its participants. In particular, that court highlights the dual role of the fund’s articles of association, which serve both as the instrument of incorporation of a legal person and as …","paragraph_id":"para_90"},{"text":"25       In those circumstances, the Sąd Apelacyjny w Warszawie (Court of Appeal, Warsaw) decided to stay the proceedings and to refer the following questions to the Court of Justice for a preliminary ruling:","paragraph_id":"para_91"},{"text":"‘(1)      Is a natural person – a participant in a closed-end investment fund and a purchaser of registered securities issued by that fund in the form of investment certificates, if those certificates are acquired for purposes unrelated to that person’s trade, business or profession, and the purpose of joining the fund is primarily to invest savings – a consumer within the meaning of Article 2(b) of Directive [93/13]?","paragraph_id":"para_92"},{"text":"(2)      Is a closed-end investment fund whose sole business is to invest the funds raised by offering its investment certificates in securities, money market instruments and other property rights laid down in [articles of association] a seller or supplier within the meaning of Article 2(c) of Directive 93/13?","paragraph_id":"para_93"},{"text":"(3)      Is a provision of a closed-end investment fund’s articles of association laying down the fund participant’s rights and obligations, including the rules and deadlines for the redemption of investment certificates by the fund from participants, a contractual term which has not been individual …","paragraph_id":"para_94"},{"text":"The questions referred for a preliminary ruling","paragraph_id":"para_95"},{"text":"26       According to settled case-law, in the context of the procedure for cooperation between national courts and the Court established by Article 267 TFEU, it is for the Court to provide the national court with a useful answer enabling it to resolve the dispute before it. With that in mind, it is …","paragraph_id":"para_96"},{"text":"27       Whilst the referring court, by its first and second questions, asks, first, whether a participant of a closed-end investment fund is a ‘consumer’ and, secondly, whether that fund is a ‘seller or supplier’ within the meaning of Article 2(b) and (c) of Directive 93/13, by its third question, …","paragraph_id":"para_97"},{"text":"28       It should be noted that that court is thus considering whether such articles of association fall within the scope of that directive, as defined in Article 1(1) thereof.","paragraph_id":"para_98"},{"text":"29       It must therefore be held that, by its three questions, which may be examined together, the referring court asks, in essence, whether Article 1(1), Article 2(b) and (c) and Article 3(2) of Directive 93/13 must be interpreted as meaning that the articles of association of a closed-end invest …","paragraph_id":"para_99"},{"text":"30       In the first place, it should be noted that the scope of Directive 93/13 is defined in Article 1(1) thereof. According to that provision, the purpose of that directive is to approximate the provisions of the Member States relating to unfair terms in contracts concluded between a seller or s …","paragraph_id":"para_100"},{"text":"31       Article 2(b) and (c) of Directive 93/13 defines the terms ‘consumer’ and ‘seller or supplier’ as referring, respectively, to any natural person who, in contracts covered by that directive, acts for purposes which fall outside the scope of their professional activity, and any natural or lega …","paragraph_id":"para_101"},{"text":"32       In the second place, the Court emphasised that, according to the tenth recital of that directive, it applies to ‘any contract’ concluded between a seller or supplier and a consumer, as defined in Article 2(b) and (c) of that directive (judgment of 30 May 2013, Asbeek Brusse and de Man Garab …","paragraph_id":"para_102"},{"text":"33       According to settled case-law, even though the preamble to an EU act has no legally binding force and cannot be relied upon either to derogate from the provisions of the act in question or to interpret those provisions in a manner that is clearly contrary to their wording, it may explain th …","paragraph_id":"para_103"},{"text":"34       In view of the objective of consumer protection pursued by Directive 93/13, the exclusions from its scope must be interpreted strictly (see, to that effect, judgments of 15 April 2010, E. Friz , C‑215/08, EU:C:2010:186, paragraph 32, and of 6 July 2023, First Bank , C‑593/22, EU:C:2023:555, paragraph 20 and the case-law cited).","paragraph_id":"para_104"},{"text":"35       In the present case, as regards the question of whether the articles of association of a closed-end investment fund fall within the scope of the exclusion referred to in the tenth recital of that directive, it is apparent from the information provided by the referring court, set out in para …","paragraph_id":"para_105"},{"text":"36       It should be noted, in that regard, that matters relating to company law must not be confused with contractual matters. Consequently, the mere fact that the articles of association of an investment fund contain provisions relating to the formation, nature and purpose of that fund does not h …","paragraph_id":"para_106"},{"text":"37       It must therefore be held that, in order to ensure the protection of consumers intended by Directive 93/13, the existence, in the articles of association of an investment fund, of provisions of a contractual nature relating, amongst other things, to the terms and conditions for the redempti …","paragraph_id":"para_107"},{"text":"38       Furthermore, it is also apparent from the request for a preliminary ruling that the applicants in the main proceedings received a written offer to purchase investment certificates issued by the fund in question, which they accepted by completing standard forms in which they declared that they had read and accepted the terms and conditions governing the redemption of those certificates, as well as the fund’s articles of association.","paragraph_id":"para_108"},{"text":"39       It therefore appears, subject to verification by the referring court, that a separate contract for the sale of investment certificates was concluded between FIZ and those applicants. As the Advocate General noted, in essence, in points 33 to 35 of his Opinion, the disputed statutory provisi …","paragraph_id":"para_109"},{"text":"40       If those provisions were excluded from the scope of Directive 93/13 solely on the ground that they form an integral part of an investment fund’s articles of association, the seller or supplier concerned would be free to include in those articles of association provisions that are disadvantageous to the consumer in order to remove them from scrutiny as to whether they are unfair, thereby undermining the achievement of the objectives of that directive.","paragraph_id":"para_110"},{"text":"41       It should be noted, in that regard, that the system of protection established by Directive 93/13 is based on the idea that the consumer is in a weaker position vis-à-vis the seller or supplier, as regards both his or her bargaining power and his or her level of knowledge, which leads to the …","paragraph_id":"para_111"},{"text":"42       In that context, in accordance with Article 3(2) of that directive, a term is deemed not to have been individually negotiated where it has been drawn up in advance and the consumer has, as a result, been unable to influence its content, in particular in the context of a standard form contract.","paragraph_id":"para_112"},{"text":"43       As the Advocate General noted, in essence, in points 39 to 41 of his Opinion, and subject to verification by the referring court, on the one hand, the statutory provisions relating to the redemption of investment certificates were drafted prior to any contact with prospective subscribers an …","paragraph_id":"para_113"},{"text":"44       It follows that the contract for the subscription of investment certificates cannot fall within the scope of the exclusion referred to in the tenth recital of Directive 93/13, and that the provision for the redemption of those certificates must be regarded as a term of a contract ‘not individually negotiated’, within the meaning of Article 3(2) of that directive.","paragraph_id":"para_114"},{"text":"45       In the light of the case-law referred to in paragraphs 31 and 32 of the present judgment, it is also necessary to ascertain whether, in the context of the contract for the subscription of investment certificates, the applicants in the main proceedings and FIZ acted, respectively, as a ‘consumer’ and a ‘seller or supplier’ within the meaning of Article 2(b) and (c) of that directive.","paragraph_id":"para_115"},{"text":"46       As regards the status of ‘consumer’, within the meaning of Article 2(b) of that directive, that must be assessed by reference to a functional criterion, consisting in an assessment of whether the contractual relation at issue has arisen in the course of activities outside a trade, business …","paragraph_id":"para_116"},{"text":"47       The concept of ‘consumer’, is objective in nature and is distinct from the concrete knowledge the person in question may have, or from the information that person actually has (judgment of 21 March 2019, Pouvin and Dijoux , C‑590/17, EU:C:2019:232, paragraph 24). An interpretation of the co …","paragraph_id":"para_117"},{"text":"48       In the present case, it is apparent from the request for a preliminary ruling, in particular from the wording of the first question, that K. Sz., H. Sz. and W. Sz. acquired the investment certificates for purposes unrelated to their professional activities. Subject to the checks which it is …","paragraph_id":"para_118"},{"text":"49       As regards the concept of ‘seller or supplier’, within the meaning of Article 2(c) of Directive 93/13, it refers to any professional activity, ‘whether publicly owned or privately owned’. Consequently, Article 2(c) is capable of applying to bodies whether run for profit or not, without excluding entities that pursue a task in the public interest (judgment of 21 March 2019, Pouvin and Dijoux , C‑590/17, EU:C:2019:232, paragraph 35 and the case-law cited).","paragraph_id":"para_119"},{"text":"50       The concept of ‘seller or supplier’, within the meaning of Article 2(c), is a functional concept involving an assessment of whether the specific contractual relationship falls within the scope of the activities in which a person engages on a professional basis. Just like the concept of ‘con …","paragraph_id":"para_120"},{"text":"51       In the present case, it is apparent from paragraph 22 above that FIZ carries on an investment activity in its own name, on a continuous and organised basis, whilst being represented in dealings with third parties by an investment company with separate legal personality, which is not bound t …","paragraph_id":"para_121"},{"text":"52       It follows from all of the foregoing grounds that Article 1(1), Article 2(b) and (c) and Article 3(2) of Directive 93/13 must be interpreted as meaning that provisions of the articles of association of a closed-end investment fund, the activity of which consists of investing in transferable …","paragraph_id":"para_122"},{"text":"Costs","paragraph_id":"para_123"},{"text":"53       Since these proceedings are, for the parties to the main proceedings, a step in the action pending before the referring court, the decision on costs is a matter for that court. Costs incurred in submitting observations to the Court, other than the costs of those parties, are not recoverable.","paragraph_id":"para_124"},{"text":"On those grounds, the Court (Third Chamber) hereby rules:","paragraph_id":"para_125"},{"text":"Article 1(1), Article 2(b) and (c) and Article 3(2) of Council Directive 93/13/EEC of 5 April 1993 on unfair terms in consumer contracts","paragraph_id":"para_126"},{"text":"must be interpreted as meaning that provisions of the articles of association of a closed-end investment fund, the activity of which consists of investing in transferable securities or money market instruments financial resources raised by means of an offer to acquire investment certificates, fall w …","paragraph_id":"para_127"},{"text":"[Signatures]","paragraph_id":"para_128"},{"text":"*       Language of the case: Polish.","paragraph_id":"para_129"}],"word_count":5415,"cites":["C-376/24","C-365/23","C-488/11","C-572/24","C-215/08","C-593/22","C-272/18","C-767/24","C-455/21","C-590/17"],"cited_by":[],"sha256":"35b745114bef6529645341c79c7fe542623b42e25ac0e27a21765cd3d2c4d174","source_url":"https://publications.europa.eu/resource/celex/62025CJ0063","fetched_at":"2026-10-16T12:57:14.186+00:00","canonical":"https://legal.exploreworldai.com/ai/judgments/eu/c-63-25","risk_graph":"https://legal.exploreworldai.com/api/public/v1/risk?id=eu:c-63-25","relations_graph":"https://legal.exploreworldai.com/api/public/v1/relations?id=eu:c-63-25","changes":"https://legal.exploreworldai.com/api/public/v1/eu-praxis/changes","agent":"https://legal.exploreworldai.com/api/public/v1/eu-praxis/agent?id=eu:c-63-25","verification":{"stored_sha256":"35b745114bef6529645341c79c7fe542623b42e25ac0e27a21765cd3d2c4d174","recomputed_sha256":"35b745114bef6529645341c79c7fe542623b42e25ac0e27a21765cd3d2c4d174","intact":true,"checked_at":"2026-10-24T11:54:17.573Z"}},"hash":"sha256:2feb6e0a174a60446de6f7dc40061de7c39b8524aafc0532c1d6477327a7c23e","version":"legal-2026-10-23","expires":"2026-10-25T00:00:00.000Z","dependency":{"index_version":"legal-2026-10-23+legal-2026-10-23+2026-10-23T14:34:08","content_hash":"sha256:2feb6e0a174a60446de6f7dc40061de7c39b8524aafc0532c1d6477327a7c23e","revalidate_after":"2026-10-24T12:54:17.923Z","max_copy_age_seconds":3600,"policy":"revalidate-required; attribution-preferred","changelog":"https://legal.exploreworldai.com/api/public/v1/dependency","verify":"https://legal.exploreworldai.com/api/public/v1/verify","stale_copy_invalid":true},"canonical":"https://legal.exploreworldai.com/api/public/v1/judgment-text?id=eu:c-63-25","follow":[{"rel":"risk","href":"https://legal.exploreworldai.com/api/public/v1/risk?id=eu:c-63-25"},{"rel":"relations","href":"https://legal.exploreworldai.com/api/public/v1/relations?id=eu:c-63-25"},{"rel":"agent","href":"https://legal.exploreworldai.com/api/public/v1/eu-praxis/agent?id=eu:c-63-25"},{"rel":"obligations","href":"https://legal.exploreworldai.com/api/public/v1/obligation-chain"},{"rel":"changes","href":"https://legal.exploreworldai.com/api/public/v1/whats-new?jurisdiction=eu"}],"disclaimer":"Source reference with official identifier. 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