Vol 3 (2006) - Issue 3

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Eurofood IFSC Ltd Case C-341/04, 2 May 2006 (European Court of Justice, Grand Chamber)

The ECJ has handed down its ruling concerning the interpretation of Council Regulation (EC) No 1346/2000 of 29 May 2000 on insolvency proceedings (‘the Regulation’), in the context of insolvency proceedings concerning Eurofood IFSC Ltd (‘Eurofood’).
Eurofood was registered in 1997 with its registered office in Dublin. It is a wholly owned subsidiary of Parmalat SpA, a company incorporated in Italy. On 24 December 2003, Parmalat SpA was admitted to extraordinary administration proceedings by the Italian Ministry of Production Activities, who appointed Mr Bondi as the extraordinary administrator. On 27 January 2004, the Bank of America NA applied to the High Court (Ireland) for compulsory winding up proceedings to be commenced against Eurofood and for the nomination of a provisional liquidator. On the same day the High Court appointed Mr Farrell as the provisional liquidator.
On 9 February 2004, the Italian Minister for Production Activities admitted Eurofood to the extraordinary administration procedure and appointed Mr Bondi as the extraordinary administrator. On 10 February 2004, an application was lodged before the District Court, Parma, for a declaration that Eurofood was insolvent. The hearing was fixed for 17 February 2004, Mr Farrell being informed of that date on 13 February. On 20 February 2004, the District Court in Parma, taking the view that Eurofood’s centre of main interests was in Italy, held that it had international jurisdiction to determine whether Eurofood was in a state of insolvency.
By 23 March 2004, the High Court decided that, according to Irish law, the insolvency proceedings in respect of Eurofood had been opened in Ireland on the date on which the application was submitted by the Bank of America NA, namely 27 January 2004. Taking the view that the centre of main interests of Eurofood was in Ireland, it held that the proceedings opened in Ireland were the main proceedings. It also held that the circumstances in which the proceedings were conducted before the District Court, Parma, were such as to justify the refusal of the Irish courts to recognise the decision of that court. Finding that Eurofood was insolvent, the High Court made an order for winding up and appointed Mr Farrell as the liquidator.
Mr Bondi having appealed against that judgment, the Supreme Court considered it necessary, before ruling on the dispute before it, to refer various questions concerning the interpretation of the Regulation to the European Court of Justice. The ECJ first considered what was the determining factor for identifying the centre of main interests of a subsidiary company, where it and its parent have their respective registered offices in two different Member States.