In Case No. 2763/24.9T8LSB.L1-A.S1 the Portuguese Supreme Court of Justice addressed the international jurisdiction of the Portuguese courts in a dispute arising out of a long-standing, largely unwritten distribution relationship between a Portuguese sports equipment company, Rhythmfoot, and Nike’s Dutch entity.
The Portuguese company had, between 2008 and 2023, purchased products from the Dutch supplier for resale in the Portuguese market via successive orders placed through an online platform. Following the termination of the relationship, the Portuguese company brought proceedings before the Portuguese courts alleging unlawful breach of what it described as a distribution contract subject to the regime of Decree-Law no. 178/86 (the Portuguese commercial agency statute), seeking damages for breach of contract and goodwill compensation in excess of EUR 880,000.
The supplier contested the international jurisdiction of the Portuguese courts, relying on an exclusive jurisdiction clause in favour of the courts of Amsterdam, the Netherlands, contained in its Terms and Conditions of Sale. These Terms and Conditions were permanently available on the supplier’s ordering platform and were accepted by the distributor, by “click”, on each of the successive orders placed over the 15-year relationship.
The first instance court upheld the jurisdiction clause and dismissed the claim on procedural grounds; the Court of Appeal reversed, holding the Portuguese courts internationally competent. The Supreme Court, hearing a further appeal by the supplier, restored the first instance decision and confirmed that the Portuguese courts lacked international jurisdiction.
The Court’s reasoning turned on Article 25 of the Brussels I bis Regulation (EU) No. 1215/2012, which allows a jurisdiction clause to be validly formed “in writing” where it is contained in an electronic communication that provides a durable record of the agreement (Article 25(2)). Applying the Court of Justice of the European Union’s ruling in Case C-322/14, El Majdoub v CarsOnTheWeb.Deutschland GmbH, the Supreme Court held that acceptance by “click” of general terms and conditions permanently available online, in the context of a stable and repeated commercial relationship between professional operators, satisfies this requirement, regardless of whether the parties’ underlying relationship was ever reduced to a single, comprehensive written contract.
The Court further held that the scope of the jurisdiction clause was broad enough to capture the dispute. Citing the CJEU’s judgment in Powell Duffryn plc v Wolfgang Petereit (Case C-214/89), it reiterated that a valid jurisdiction clause need not identify a single contract or specific anticipated disputes; it suffices that it delimits, with reasonable foreseeability, the legal relationship from which disputes may arise. Because the relevant Terms and Conditions expressly extended to “any dispute arising from or in connection with… the general supply relationship between the Parties”, the Court concluded that the clause covered the parties’ entire commercial relationship, and not merely the individual sale-and-purchase transactions underlying each order.
This decision is of practical interest for franchisors, suppliers and distributors operating through online ordering platforms in Portugal (or with Portuguese counterparties), as it confirms that standard terms and conditions, including jurisdiction clauses, may be validly and durably incorporated into a long-term commercial relationship through repeated click-based acceptance, even absent a single negotiated master agreement, provided the clause is drafted broadly enough to capture the general relationship rather than isolated transactions.
Comparative note (France): Portuguese courts are not alone in giving strict, pro-enforcement effect to jurisdiction clauses in long-term distribution relationships under the Brussels I bis framework. In a judgment of 21 January 2026 (No. 25/09364), the Paris Court of Appeal upheld a German supplier’s exclusive jurisdiction clause against a French distributor’s claim for compensation for the abrupt termination of an established commercial relationship under Article L.442-1, II of the French Commercial Code. The French distributor argued that the clause was invalid because it had been imposed on it and created a significant imbalance between the parties. The Paris Court of Appeal held that, under Article 25 of the Regulation, the substantive validity of the clause had to be assessed under the law of the courts designated by the clause (German law), under which it was valid, and that the clause’s broad wording (“any controversy or claims arising out of or in relation to any provision of this Agreement… or in connection with the validity of this Agreement”) was wide enough to cover a claim for abrupt termination of the relationship. As in the Portuguese decision, the French court gave the parties’ chosen forum priority over an attempt to invoke national mandatory rules protecting the weaker party to a distribution relationship.
Link to the ruling: Case No. 2763/24.9T8LSB.L1-A.S1
Claudia Santos Cruz, IDI Country Expert for franchising in Portugal
