Marleasing SA v La Comercial Internacional de Alimentación ...

Facts

• Marleasing SA initiated proceedings before a Spanish court seeking the nullity of La Comercial Internacional de Alimentación SA’s incorporation on the ground of lack of cause, which was recognized under Spanish civil law.
• The First Company Law Directive (Directive 68/151/EEC) did not list lack of cause as a valid ground for nullity.
• The key issue arose due to the conflict between the grounds for nullity under national law and those provided by the Directive.

Issues

1. Whether national courts must interpret national law in a manner consistent with the wording and objectives of EU directives, even if the national law predates the directive and the directive has not been expressly implemented.
2. Whether the obligation of consistent interpretation extends to situations where national law and EU directives conflict.
3. What limits exist on the duty of consistent interpretation for national courts applying EU law.

Decision

• The European Court of Justice held that national courts must interpret national law as far as possible in light of the wording and purpose of the relevant EU directive.
• This obligation applies irrespective of whether the national legislation was adopted before or after the directive and regardless of whether the directive has been implemented into domestic law.
• The Court clarified that this duty does not require national courts to interpret national law contra legem (against the clear wording of national law).
• Where interpretative conformity is not possible under national legal principles, the task of resolving conflict falls to the national legislature.

Legal Principles

• The principle of consistent interpretation requires national courts to interpret domestic law in conformity with EU directives’ objectives and wording, deriving from Article 4(3) TEU (formerly Article 5 EEC).
• This interpretative duty supports the principle of sincere cooperation between Member States and EU institutions.
• The Marleasing principle applies to all national law, even if enacted before the directive.
• This duty is not absolute; national courts are not required to interpret domestic law contrary to its clear and precise wording.
• The Marleasing principle supplements the concepts of direct and indirect effect, reinforcing the indirect effect established in Von Colson and Kamann v Land Nordrhein-Westfalen [1984] ECR 1891.
• The principle has been applied in subsequent ECJ case law across various areas, including working time, consumer protection, and environmental law.

Conclusion

The Marleasing judgment clarified and expanded the duty of national courts to interpret national laws in conformity with EU directives, bolstering the effectiveness and uniform application of EU law across Member States without overriding clear national legal provisions. This principle remains central to the relationship between national and EU law.