CJEU judgment in the case of Getin Noble Bank. What does it mean for franchisees and their installments?

See also: CJEU on the borrowers' side. Polish law incompatible with the EU

What Polish recipes say

The moment of submitting the application is very important. According to art. 135 para. 1 and 4 of the Act on the Bank Guarantee Fund, The system of guaranteeing deposits and forced restructuring (hereinafter the Act) during forced restructuring in relation to the entity in restructuring, it is unacceptable to initiate enforcement and security proceedings. On the other hand, enforcement and security proceedings, initiated before the initiation of forced restructuring, should be discontinued. Importantly, such a prohibition does not apply in the course of bankruptcy proceedings.

As a result, what was noted by the court directing the questions to the CJEU, The situation of consumers applying for suspension of installments during forced restructuring of the bank is less favorable than those who would direct an analogous application to the bank liquidated as part of bankruptcy proceedings.

The literal application of the provisions of the Act is associated with the need to reject the application for securing the claim, without substantive examination of its content. If the application was submitted after the bankruptcy of the bank, he could be recognized in substance. It does not matter that after submitting the application, bankruptcy proceedings were initiated in relation to Getin Noble Bank. The formal control of the application, including its admissibility, unlike the substantive decision, occurs as soon as its influence on the court, and not at the time of adjudication.

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The essence of the matter is in the details

The key aspect of the case was the fact that as part of the compulsory restructuring of Getin Noble Bank initiated on September 29, 2022, a restructuring instrument was used, consisting in separating some of the assets, rights and obligations of this bank and transfer them to the bridging bank created specially for this purpose. Assets, rights and obligations, including liabilities arising from loan agreements indexed to the Swiss franc, which were not transferred, remained on the Getin Noble Bank estate. According to the decision to initiate forced restructuring, the transfer of a separate part of the assets to the bridge bank was to take place in a very short time after the decision to initiate forced restructuring, i.e. on October 3, 2022.

The manner of carrying out forced restructuring of Getin Noble Bank, in particular, the creation of a bridging bank and the transfer of the restructured bank's assets to it at the beginning of conducting the repair procedure was important for the CJEU from the point of view of answering the court's question.

The CJEU focused in the judgment on whether the granting of the security measures to borrowers in the form of suspension of installments repayment could make it difficult or prevent the achievement of the goals of the general interest that is implemented by Directive 2014/59, namely ensuring the stability of the banking system and preventing system risks.

The second important aspect of the case was that the claims and request of borrowers were not sent to a bridging bank, which was created as part of the decision to initiate forced restructuring, but directly to the Getin Noble Bank, meanwhile, according to the provisions of the directive, at the time of establishing a bridge bank and transferring to it a separate part of assets, rights and obligations, it became clear that it became clear that Getin Noble Bank as the so -called The residual entity will be liquidated by way of “ordinary” bankruptcy proceedings. In the circumstances of the case, the bankruptcy of the bank took place on July 20, 2023.

What exactly said the CJEU

In the judgment of 8 May 2025, the CJEU found that the security of the security measure could not affect the financial situation and the operation of the new entity (bridging bank), and the effectiveness of the procedure of forced restructuring was, as a rule, was achieved as soon as the instrument of the bridging bank was used (point 72 of the judgment). This means that Currently pending proceedings against Getin Noble Bank cannot threaten the goals and effectiveness of the procedure of forced restructuring, if they do not apply to assets that have been transferred to a bridge bank.

In turn, art. 6 and art. 7 Directive 93/13 In the light of the principle of effectiveness, it opposes national provisions, such as art. 135 para. 1 and 4 of the Act, which limit or exclude the possibility of granting a security measure in the form of suspending the payments of the loan installments during the trial, only for the reason that the bank, in relation to which the claim and the application is addressed, was covered by the procedure of forced restructuring, and the claim applies to the contract that remained on the bank's assets.

The CJEU, like the Ombudsman in the opinion of December 12, 2024, noted that, unlike the C-410/20 case (Banco Santander), in the circumstances of the C-324/23 case It is not necessary to subordinate the interests of creditors (in this case borrowers) to the purposes of the protection of financial stability and forced restructuring. The claim and application was not directed against a bridge bank, which was created as part of the decision to initiate forced restructuring, but in relation to Getin Noble Bank, which, as a residual entity, was to be subject to liquidation.

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Consumers cannot be injured

Other aspects of this case also deserve attention. The general spokesman accepted the position that borrowers who claim to be established that their contract is invalid as a result of the removal of its prohibited contractual provisions may be recognized as the creditors of this bank, even if the case has not yet been resolved by a final judgment. This assumption also seems to be due to point 74 of the judgment. The CJEU expressed in him the view that Application of providing security through suspension of installments repayment resulting from the (potentially) invalid loan agreement is to prevent the consumer to make on the basis of the disputed contract repayments in an amount higher than a residual entity could demand in accordance with the law in the event of invalidity of the contract.

According to the CJEU NIt can also be accepted that the appropriate protector could be granted in the course of bankruptcy proceedings and could not be granted in a case pending against the residual entitywhich is formally in the course of the procedure of forced restructuring, but is known that it will be subject to liquidation in the course of bankruptcy proceedings.

The CJEU also referred to one of its previous rulings, according to which the provisions of art. 6 and 7 of Directive 93/13 oppose the refusal to order a security measuring agent in a situation where it is necessary to ensure the full effectiveness of a court decision regarding an unlawful contractual order (judgment of the CJEU of June 15, 2023 in case C-287/22, points 42 and 61).

Obviously, examining the application for security belongs to the national court, not to the CJEU. In the light of the provisions on security proceedings, the National Court should first determine whether the claim of borrowers is substantiated. In the circumstances of the C-324/23 case, the referring court pointed out in the reference of the preliminary ruling that this premise is met.

Problems related to the implementation of the Directive

It should be noted that EU law does not harmonize the procedure under which the National Court examines the contractual decision in terms of its abusiveness, as well as the procedures of bankruptcy proceedings, as well as – as a rule – the admissibility and principles of applying security measures under the proceedings pending against the entity in forced restructuring.

In addition, Directive 2014/59/EU, like most EU directives, adopts the principle of minimum harmonization. This means that the standards provided in it are exhaustive. Member States may take more stringent rules, but they must follow the principle of proportionality, and the introduced rules may not violate other EU regulations.

According to the opinion of the General Ombudsman, as well as the previous case-law of the CJEU (see the decision of the CJEU of February 20, 2024 in case C-34/23), it follows that the provisions of art. 135 para. 1 and 4 of the Act are not directly related and do not constitute the implementation of Art. 70 Directive 2014/59/EU. This provides for the possibility of limiting the “secured creditors” of the institution covered by forced restructuring the possibilities of enforcement of security established on the assets of this institution at a strictly defined time. Art. 70 of the Directive does not therefore apply to security provided in the course of procedural proceedingssuch as the one that is the subject of the C-324/23 case.

Considering that art. 70 of the Directive is the only provision that refers to the issue of suspension of security established for the creditors of the institution, in relation to which forced restructuring is carried out, it should be considered that art. 135 para. 1 and 4 of the Act provides for additional rules in relation to Directive 2014/59. The introduction of such provisions is not prohibited. Article 1 para. 2 of Directive 2014/59 provides that Member States may adopt or maintain more stringent or additional provisions in relation to Directive 2014/59/EU.

The Polish provision is overinterpretation of EU law

However, the introduction of such additional provisions should be from the point of view of interests pursued as part of Directive 2014/59. In addition, These provisions cannot interfere with EU law, which are aimed at protecting other public interests, e.g. consumer protection.

Therefore, it seems that the provision of art. 135 para. 1 and 4 of the Act, is an example of the overinterpretation of EU law, which results in the establishment of additional prohibitions and restrictions in relation to Directive 2014/59.

In this case, the prohibition of a securing agent decision in relation to a residual entity, whose property has rights and obligations related to the disputed loan agreement, does not result from Directive 2014/59/EU, and at the same time violates the provisions of Directive 93/13. This is important because, in accordance with art. 32 para. 5 Directive 2014/59, action under Resolution It is considered to act in the public interest (which protects this directive) if it is necessary to achieve at least one of its goals and is proportional to these purposes.

Author: Tomasz Zaremba, legal advisor at the Bochenek Ciesielski i Wspólnicy Bochenek