Verband deutscher Daihatsu-Händler eV v. Daihatsu Deutschland GmbH

Article 2(1)(f) of the European Economic Community (EEC) First Council Directive (directive) required EEC member states to mandate that certain companies make annual financial disclosures. Article 6 of the directive required member states to provide for penalties against companies that did not make such disclosures. Daihatsu Deutschland GmbH (DD) (defendant) imported Daihatsu cars into Germany. The Verband deutscher Daihatsu-Händler eV (Verband) (plaintiff) was an association of German Daihatsu dealers. The Verband sued DD in German court, seeking to require DD to disclose its annual accounts or pay a periodic fine. The German courts dismissed the application, ruling that the German commercial code permitted only company members and creditors, the central works council, or the company’s works council to request a fine. However, the Oberlandesgericht Düsseldorf court also concluded that the German commercial code incorrectly transposed Article 6 and thus asked the European Court of Justice whether (1) Article 6 barred Germany from restricting the class of persons who could request a fine; (2) if so, Article 6 was sufficiently clear, precise, and unconditional to have direct effect in Germany; and (3) if so, an individual whom German law barred from requesting the imposition of a penalty validly could make such a request. Germany argued that its implementation of Article 6 was proper because Article 54 of the treaty that created the EEC (EEC Treaty or Treaty of Rome) provided that the harmonization of company law in the EEC be designed to protect the interests of member states and others. Per Germany, the term “others” encompassed only persons who had a legal relationship with the company and that under German law, “others” in this context meant only a company’s creditors.