CNUDMI - A CN.9 WG.V LXVII INF 2

United Nations A/CN.9/WG.V/LXVI I/INF/2

General Assembly

Distr.: Limited 4 December 2025

Original: English /French/Spanish

V.25-19896 (E) 2519896

United Nations Commission on International Trade Law Working Group V (Insolvency Law) Sixty-seventh session Vienna, 8-10 December 2025

Public consultation on the draft text of a possible convention on parallel proceedings and related actions developed by the Working Group established under the auspices of the Hague Conference on Private International Law

Consultation publique sur le projet de texte d’une possible future convention sur les procédures parallèles et les demandes connexes développé par le Groupe de travail établi sous les auspices de la Conférence de La Haye de droit international privé

Consulta sobre el proyecto de texto para un futuro convenio sobre procedimientos paralelos y acciones conexas elaborado por el Grupo de Trabajo constituido bajo los auspicios de la Conferencia de La Haya de Derecho InternacionalA/CN.9/WG.VI/LXVI/INF/1

English

Draft text of a future convention on parallel proceedings and related actions

CHAPTER I

SCOPE AND DEFINITIONS

Article 1 Scope

1. This Convention shall apply to parallel proceedings [and related actions] in the courts of different Contracting States in civil or commercial matters. It shall not extend in particular to revenue, customs or administrative matters. 2. [This Convention shall apply to parallel proceedings [and related actions] if [any of] the defendant[s] in [any of] the proceedings in a court of a Contracting State [is][are] habitually resident in another Contracting

State.]

administrative matters. 2. [This Convention shall apply to parallel proceedings [and related actions] if [any of] the defendant[s] in [any of] the proceedings in a court of a Contracting State [is][are] habitually resident in another Contracting State.]

3. Chapter III shall apply only where none of the courts seised of related actions has issued a decision on the merits.

Article 2 Exclusions from scope

1. This Convention shall not apply to the following matters –

(a) the status and legal capacity of natural persons; (b) maintenance obligations; (c) other family law matters, including matrimonial property regimes and other rights or obligations arising out of marriage or similar relationships; (d) wills and succession; (e) insolvency, composition, resolution of financial institutions, and analogous matters [,except where the proceedings are based on general rules of civil or commercial law, even if the action is brought by or against a person acting as insolvency administrat or in one party’s insolvency proceedings]; (f) the carriage of passengers and goods; (g) transboundary marine pollution, marine pollution in areas beyond national jurisdiction, ship-source marine pollution, limitation of liability for maritime claims, and general average; (h) liability for nuclear damage; (i) the validity, nullity, or dissolution of legal persons or associations of natural or legal persons, and the validity of decisions of their organs;A/CN.9/WG.VI/LXVI/INF/1

(j) the validity of entries in public registers; (k) defamation; (l) privacy; (m) intellectual property; (n) activities of armed forces, including the activities of their personnel in the exercise of their official duties; (o) law enforcement activities, including the activities of law enforcement personnel in the exercise of their official duties;

(l) privacy; (m) intellectual property; (n) activities of armed forces, including the activities of their personnel in the exercise of their official duties; (o) law enforcement activities, including the activities of law enforcement personnel in the exercise of their official duties; (p) anti-trust (competition) matters, except where the proceedings are based on conduct that constitutes an anti -competitive agreement or concerted practice among actual or potential competitors to fix prices, make rigged bids, establish output restrictions or quotas, or divide markets by allocating customers, suppliers, territories or lines of commerce, and where such conduct and its effect both occurred in the State where the proceedings are pending; (q) sovereign debt restructuring through unilateral State measures; [(r) to be determined. ] [Note: Exclusive choice of court agreements and interim measures for protection should be further considered.]

[Note: Matters involving claims by or on behalf of victims of terrorism should be further considered.]

2. Proceedings are not excluded from the scope of this Convention where a matter to which this Convention does not apply arose merely as a preliminary question in the proceedings, and not as an object of the proceedings. In particular, the mere fact that such a matter arose by way of defence does not exclude proceedings from the Convention, if that matter was not an object of the proceedings.

3. This Convention shall not apply to arbitration and related proceedings.

4. This Convention shall not apply to proceedings related to contracts concluded by natural persons acting primarily for personal, family or household purposes (consumers).

5. This Convention shall not apply to proceedings related to individual contracts of employment.

6. Proceedings are not excluded from the scope of this Convention by the mere fact that a State, including a government, a governmental agency or any person acting for a State, is a party to the proceedings.

7. Nothing in this Convention shall affect privileges and immunities of States or of international organisations, in respect of themselves and of their property.

government, a governmental agency or any person acting for a State, is a party to the proceedings.

7. Nothing in this Convention shall affect privileges and immunities of States or of international organisations, in respect of themselves and of their property.

1. In this Convention –

Article 3 Definitions

(a) “parallel proceedings” means any proceedings in courts of different Contracting States between the same parties on the same subject matter; (b) “related actions” means any proceedings in courts of different Contracting States that are not “parallel proceedings” and that involve:A/CN.9/WG.VI/LXVI/INF/1

(i) parties at least some of which are the same[, or substantially the same,] or connected to each other; (ii) [facts that arise, in whole or in material part, from the same transaction, occurrence, or series of transactions or occurrences;] and (iii) one or more common questions of law or [material] fact that create a risk of [irreconcilable] [inconsistent] findings or judgments [resulting from separate proceedings].

2. An entity or person other than a natural person shall be considered to be habitually resident in the State –

(a) where it has its statutory seat; (b) under the law of which it was incorporated or formed; (c) where it has its central administration; or (d) where it has its principal place of business.

[Note: There is a need to consider the inclusion of text in the Draft Text, or referring to this in the Explanatory Note, to clarify that, where a proceeding is pending in a court of a Contracting State, the fact that a related court order to compel or restrain the performance of any act is sought in a court of another Contracting State, if the act is confined to the territory of that other State, does not give rise to parallel proceedings, and may not give rise

order to compel or restrain the performance of any act is sought in a court of another Contracting State, if the act is confined to the territory of that other State, does not give rise to parallel proceedings, and may not give rise to related actions within the scope of the Draft Text.]

[Article 4 Court seised

For the purpose of [Chapter II], a court shall be deemed to be seised – (a) when the document instituting the proceedings or an equivalent document is lodged with the court; or (b) if such document has to be served before being lodged with the court, when it is received by the authority responsible for service or served on the defendant.] [Note: Inclusion of this provision does not mean the adoption of certain types of rules [on first in time] for the suspension of proceedings.]

CHAPTER II

PARALLEL PROCEEDINGS

Article 5 Suspension, dismissal and resumption of parallel proceedings

1. A court that must suspend proceedings in accordance with this Chapter [shall do so as soon as it is informed] of the proceedings in the other court by a party, [other relevant person,] or through the communication mechanism established pursuant to Article 16.

2. A court that suspended its proceedings in accordance with this Chapter shall dismiss the case if the proceedings in the court for the benefit of which proceedings were suspended resulted in a judgment capable of recognition and, where applicable, of enforc ement in that Contracting State.

3. A court that suspended its proceedings in accordance with this Chapter shall, on request of a party, proceed with the case if the court for the benefit of which proceedings were suspended [is unlikely to render] [has not rendered] a judgment on the merits [within a reasonable time].A/CN.9/WG.VI/LXVI/INF/1

with the case if the court for the benefit of which proceedings were suspended [is unlikely to render] [has not rendered] a judgment on the merits [within a reasonable time].A/CN.9/WG.VI/LXVI/INF/1

[Note: For the situation provided in paragraph 1, the possibility of dismissal instead of suspension should be further considered.] [Note: Further consideration of the recognition and enforcement of foreign judgments and on the detailed rules is required.]

Article 6 [Exclusive][Priority] jurisdiction / connection

Where parallel proceedings which have as their [main] object rights in rem in immovable property [, tenancies of immovable property, or the registration of immovable property] are pending before courts of Contracting States and the property is situated in one of those Contracting States, the court of the Contracting State in which the property is situated shall proceed with adjudication on the dispute. Any other court shall [, on application by a party,] suspend [or dismiss] the proceedings. [Note: Application of this rule to parallel proceedings which have as the [main] object tenancies of immovable property or the registration of immovable property should be discussed further. Further consideration is necessary as to whether registration includes recordation and whether this term can be added to the text as well. Further discussion is needed to address whether the rule on tenancies should include an exception for cases where the tenant is habitually resident in a different State. Further consideration is needed as to how the above provision aligns with Article 5(3) of the 2019 Judgments Convention.]

Article 7 Party autonomy

1. Subject to Article 6, if the parties to the proceedings in both / all courts have agreed prior to the dispute that one or more courts shall have jurisdiction over the dispute, and only one of the courts seised is designated under such agreement as having jurisdiction, then that court shall proceed with adjudication of

1. Subject to Article 6, if the parties to the proceedings in both / all courts have agreed prior to the dispute that one or more courts shall have jurisdiction over the dispute, and only one of the courts seised is designated under such agreement as having jurisdiction, then that court shall proceed with adjudication of the dispute unless such agreement states that it does not deprive any other court or courts of jurisdiction.

Any other court shall s uspend the proceedings.

2. Paragraph 1 does not apply to an exclusive choice of court agreement. For the purposes of this sub-paragraph, an “exclusive choice of court agreement” means an agreement concluded by two or more parties that designates, for the purpose of deciding disputes which have arisen or may arise in connection with a particular legal relationship, the courts of one State or one or more specific courts of one State to the exclusion of the jurisdiction of any other courts. A choice of court agreement which designates the courts of one State or one or more specific courts of one State shall be deemed to be exclusive unless the parties have expressly provided otherwise.

3. Subject to Article 6, if the defendant expressly [and positively] consented to the jurisdiction of the court of a Contracting State [by written or oral format and addressed either to the court or to the claimant] in the course of the proceedings, then that court shall proceed with adjudication of the dispute. Any other court shall stay or dismiss adjudication of the dispute.

[Note: Possible need to address exclusive jurisdiction agreements, non-exclusive jurisdiction agreements with purely prorogatory effect, and waivers of objections to jurisdiction, either in this Article, in Article 8(2), or in the rules on the more appropriate court analysis.] [Note: Relationship between paragraph 1 and paragraph 3 should be discussed further .] [Note: For paragraph 1 of this Article, the formal validity of the agreement needs to be considered further . Cf. Article 3(c) of the 2005 Choice of Court Convention.]

[Note: For paragraph 1 of this Article, the formal validity of the agreement needs to be considered further . Cf. Article 3(c) of the 2005 Choice of Court Convention.] [Note: Certain limitations of the timeframe within which the defendant should consent might need to be considered further.]A/CN.9/WG.VI/LXVI/INF/1

Article 8 Jurisdiction / Connection

1. Subject to Articles 6 and 7, where parallel proceedings are pending before the courts of Contracting States, a court of a Contracting State shall suspend or dismiss the proceedings [at the request of a party to the proceedings] if –

(a) it does not have jurisdiction / connection pursuant to paragraph 2 of this Article and one or more of the other courts has or have such jurisdiction / connection; or [(b) proceedings in that court were not started within a reasonable timeframe after proceedings were commenced in the court first seised having jurisdiction / connection pursuant to paragraph 2 of this Article.] [Note: The meaning of “a reasonable timeframe” in sub-paragraph (b) should be further considered. Also, it should be noted that such timeframe issues may be dealt with by the provisions concerning the determination of the more appropriate court analysis. Further discussion on these issues is needed. Further rules need to be considered in the determinat ion of the more appropriate court analysis.

This Article is added without prejudice to the possibility that, in future work, further circumstances may be specified in which courts would be required to suspend or dismiss the proceedings.]

2. A court of a Contracting State has jurisdiction / connection if [at least] one of the following requirements is met –

(a) the defendant was habitually resident in that State at the time that person became party to the proceedings; [Note: Possible need to define the term “defendant”, as a defendant may be a claimant in another State – adopt

is met – (a) the defendant was habitually resident in that State at the time that person became party to the proceedings; [Note: Possible need to define the term “defendant”, as a defendant may be a claimant in another State – adopt language of Article 5(1)(a) of the 2019 Judgments Convention, specifying the time at which the defendant was joined to the proceedings. Also, need to clarify the situation of multiple defendants.]

(b) the defendant is a natural person who had their principal place of business in that State at the time that person became party to the proceedings as regards a [dispute] [claim] arising out of the activities of that business; (c) the defendant maintained a branch, agency, or other establishment without separate legal personality in that State[, or registered to do business in that State,] at the time that person became party to the proceedings in that State, and the claim arose out of the activities of that branch, agency, or establishment[ or the matters covered in that registration]; [Note: Or should the timing be tied to the activities of that branch, agency or other establishment?] (d) [the proceedings have as their object] [the claim concerns] [the action concerns] a contractual obligation and the performance of that obligation took place, or should have taken place, in that State, in accordance with – (i) the agreement of the parties, or

(ii) the law applicable to the contract, in the absence of an agreed place of performance,

unless the activities of the defendant in relation to the transaction clearly did not constitute a purposeful and substantial connection to that State; [Note: Which phrase, [the proceedings have as their object], [the claim concerns], or [the action concerns] should be adopted needs further consideration also for sub -paragraphs (d) -(h).] (e) the claim [is brought on] [concerns] a lease of immovable property (tenancy) [or the registration of

adopted needs further consideration also for sub -paragraphs (d) -(h).] (e) the claim [is brought on] [concerns] a lease of immovable property (tenancy) [or the registration of immovable property] and the property is situated in that State;A/CN.9/WG.VI/LXVI/INF/1

(f) the claim concerns a contractual obligation secured by a right in rem in immovable property located in the State, if the contractual claim is brought together with a claim against the same defendant relating to that right in rem; (g) a claim concerns a non-contractual obligation arising from death, physical injury, damage to or loss or loss of value of tangible or intangible property[, or unjust enrichment] and – (i) the act or omission directly causing such harm [or enrichment ]occurred in that State, irrespective of where that harm [or enrichment ]occurred; [or (ii) the harm was suffered in that State as the result of conduct specifically directed toward that State; or (iii) the claim arises out of goods, services, or other activities placed into or directed at the market of that State, where the defendant purposefully engaged with that market and the claim arises out of or relates to those activities;]

(h) the claim concerns the validity, construction, effects, administration or variation of a trust created voluntarily and evidenced in writing, and – (i) at the time the proceedings are instituted, the State was designated in the trust instrument as a State in the courts of which disputes about such matters are to be determined; or

(ii) at the time the proceedings are instituted, the State is expressly or impliedly designated in the trust instrument as the State in which the principal place of administration of the trust is situated.

This sub-paragraph only applies to proceedings regarding internal aspects of a trust between persons who are or were within the trust relationship;

(ii) at the time the proceedings are instituted, the State is expressly or impliedly designated in the trust instrument as the State in which the principal place of administration of the trust is situated.

This sub-paragraph only applies to proceedings regarding internal aspects of a trust between persons who are or were within the trust relationship; (i) a counterclaim arises out of the same transaction or occurrence as the original claim, if the court of the State has [priority] [jurisdiction] [connection] for the original claim under this Article and the original claim is pending in that court; (j) the defendant argued on the merits without contesting jurisdiction within the timeframe provided in the law of the State of the court, unless it is evident that an objection to jurisdiction or to the exercise of jurisdiction would not have succeeded under that law; [Note: Should this connecting factor in (j) be prioritised? It should be considered to whom “it is evident”.]

[(k) the proceedings [are in rem and concern] [have as their object] ownership or possession of rights in [tangible] movable property located in that State [at the time the court was seised];] [(l) to be determined.]

[Note: Interaction of this paragraph with Articles 6, 7, or 9 needs further consideration.] [Note: Substantial further discussion and work on Article 8 is required to address concerns raised by several WG members as to its purpose, scope, implications, and application, including the potential for tactical litigation.] [Note: The application of Article 8 in situations where there are multiple defendants should be further considered, in particular, whether the priority connections should be assessed either for each claim against each defendant or for the proceedings as a whole.]A/CN.9/WG.VI/LXVI/INF/1

Article 9 Determination of the more appropriate court

1. Subject to Articles 6 and 7, where parallel proceedings are pending in the courts of two or more Contracting States

Article 9 Determination of the more appropriate court

1. Subject to Articles 6 and 7, where parallel proceedings are pending in the courts of two or more Contracting States that have jurisdiction / connection under Article 8, [the court first seised shall determine, on an application by a party [made no later than the first defence on the merits] [made within a reasonable timeframe], whether any other seised court in a Contracting State with jurisdiction / connection under Article 8 is a more appropriate court to resolve the dispute. When making this determination the court first seised shall take into account the factors in Article 10. 2.] Any court other than the court first seised [shall][must] [, on an application by a party,] suspend its proceedings in favour of the court first seised [pending the determination of the application under paragraph 1].

[3. If, following a determination made under paragraph 1, the court first seised determines that another seised court is a more appropriate court, the court first seised shall suspend its proceedings in favour of that court and may only resume proceedings in accordance with Article 5(3).

4. If, following a determination made under paragraph 1, the court first seised decides to continue proceedings, a court that has suspended proceedings under paragraph 2 may only resume proceedings in accordance with paragraph 5 or Article 5(3)]. 5. [In exceptional circumstances] [As appropriate], a court other than the court first seised may, on an

application by a party, resume proceedings if: (a) the application is made [no later than the first defence on the merits] [within a reasonable timeframe] [within a period of [30 days] from the determination in the court first seised]; and (b) the court other than the court first seised determines that [Option 1: it must hear the case to guarantee effective access to justice] [Option 2: it is the more appropriate court to resolve the dispute, after

(b) the court other than the court first seised determines that [Option 1: it must hear the case to guarantee effective access to justice] [Option 2: it is the more appropriate court to resolve the dispute, after taking into account the factors in Article 10] [Option 3: it is the clearly more appropriate court to resolve the dispute, after taking into account the factors in Article 10].

3. A court making a determination under this Article shall do so expeditiously. Courts are encouraged to exchange information through the communication mechanism established pursuant to Article 16 and may do so at any stage of the determination.

Whether or not the remaining brackets are the interlinked brackets and what should be changed to reflect the abovementioned different views remain open for consideration.]

[Note: Issues concerning the provisions for non -priority [connection] [jurisdiction] should be considered further .]

Article 10 Factors to be considered in the determination of the more appropriate court

In making a determination under Article 9, the court shall [have regard to the proper administration of justice, taking] [take] into account the following factors in particular:

(a) [The burdens of litigation on the parties][ the convenience of the parties], including in view of their habitual residence; (b) The [relative] ease of accessing evidence or preserving evidence; (c) [the law applicable to the claims]; (d) the stage of the proceedings before each court seised [and any applicable limitation or prescription periods] [and the possibility of significant delay in one or more courts]; (e) [the likelihood that one court may provide a complete or significantly more complete resolution of the dispute as a whole;] and (f) the likelihood of recognition and, where applicable, enforcement of any resulting judgment given in the Contracting State of any other seised court. The courts may exchange information through the communication mechanism established pursuant to Article 16.

resolution of the dispute as a whole;] and (f) the likelihood of recognition and, where applicable, enforcement of any resulting judgment given in the Contracting State of any other seised court. The courts may exchange information through the communication mechanism established pursuant to Article 16.

CHAPTER III

RELATED ACTIONS

Article 11 Determination of the more appropriate court and the factors to be considered

1. Where related actions are pending in the courts of two or more Contracting States, any such court shall, upon application of a party, determine within a reasonable time:

(a) Whether a single court should adjudicate the entirety or any part of the related actions; and if so, (b) Which court is the more appropriate court for resolution of the entirety or any part of the related actions.A/CN.9/WG.VI/LXVI/INF/1

[Note: In this model, parties may make applications to multiple courts and each court would reach its own independent determination of the application before it. However, further consideration should be given to the form of applications in the respective c ourts and the possibility of introducing an order for the determinations.] [Note: Further consideration should be given to whether the phrase “a single court should adjudicate” adequately reflects the intended purpose and whether (a) and (b) can / should be separated.]

2. In making its determination of which court is the more appropriate court, a court shall consider the proper administration of justice, taking into account the following factors: [(a) [the burdens of litigation on the parties] [the convenience of the parties], including in view of their habitual residence;

(b) the [relative] ease of accessing evidence or preserving evidence; (c) [any choice of court agreements between the parties]; (d) [the law applicable to the claims]; (e) the stage of the proceedings before each court seised [and any applicable limitation or

(c) [any choice of court agreements between the parties]; (d) [the law applicable to the claims]; (e) the stage of the proceedings before each court seised [and any applicable limitation or prescription periods] [and the possibility of significant delay in one or more courts]; (f) [the likelihood that one court may provide a complete or significantly more complete resolution of all, or the relevant part of, the matters at issue;] and (g) the likelihood of recognition and, where applicable, enforcement of any resulting judgment given in the Contracting State of any other seised court.] [Note: The related actions framework proposed herein does not require that a court of a Contracting State has a connection / jurisdictional ground such as those set forth in draft Article 8(2). The related actions framework is intended to be flexible and discretionary. It was understood that this might raise concerns for some delegations where one court’s jurisdiction is based on a so-called “exorbitant” ground. These concerns can be addressed in the more appropriate court factors —taking into account all relevant sensitivities in drafting. This list remains non -exhaustive and subject to further consideration.]

Article 12 Adjudication of related actions in their entirety by a single court

1. For the purposes of an application of Article 11, if two or more courts seised of related actions determine

that: (a) a single court should adjudicate the entirety of the related actions; and (b) the same court seised is the more appropriate court for the adjudication of the related actions in their entirety, that court shall [proceed with adjudication of] [adjudicate] the entirety of the related actions case, and the other court(s) making the determinations shall suspend or dismiss their case(s).

entirety, that court shall [proceed with adjudication of] [adjudicate] the entirety of the related actions case, and the other court(s) making the determinations shall suspend or dismiss their case(s).

2. Nothing in this Article precludes two or more of the courts seised from adjudicating the entirety of the related actions pending before them, if one or more other courts seised do not make the determinations in paragraph (1) within a reasonable time or mak e inconsistent determinations.

[Note: Further consideration should be given to the use of the word “Adjudication” and possible alternative descriptions.]A/CN.9/WG.VI/LXVI/INF/1

Article 13 Adjudication of related actions in part by a single court

1. For the purposes of an application of Article 11, if two or more courts seised of related actions determine

that: (a) a single court should adjudicate part of the related actions; and (b) the same court seised of a related actions case is the more appropriate court for that part of the related actions, that court shall [proceed with adjudication of] [adjudicate] that part of the related actions, and the other court(s) making the determinations shall suspend or dismiss that part of the related actions. [2. Nothing in this Article precludes the courts from determining that different parts of the case may be most approp