Provisional text

OPINION OF ADVOCATE GENERAL

COLLINS

delivered on 12 September 2024 (1)

Case C‑337/23

APS Beta Bulgaria EOOD,

Agentsia za kontrol na prosrocheni zadalzhenia AD

(Request for a preliminary ruling from the Sofiyski rayonen sad (District Court, Sofia, Bulgaria))

( Reference for a preliminary ruling – Consumer protection – Unfair terms – Directive 93/13/EEC – Directive 2008/48/EC – Guarantee for consideration by a professional guarantor agreed by the creditor – Linked credit agreements – Repayment of a loan by the guarantor – Subrogation of the creditor’s rights )

I.      Introduction

1.        This request for a preliminary ruling from the Sofiyski rayonen sad (District Court, Sofia, Bulgaria) seeks the opinion of the Court of Justice on a series of questions about the compatibility with EU law of certain terms in consumer credit agreements in circumstances where the assignees of loan guarantees seek to recover sums lent under those agreements from consumer-borrowers.

II.    Legal framework

A.      European Union law

2.        Article 3 of Directive 2008/48/EC of the European Parliament and of the Council of 23 April 2008 on credit agreements for consumers and repealing Council Directive 87/102/EEC (2) provides:

‘For the purposes of this Directive, the following definitions shall apply:

…

(c)      “credit agreement” means an agreement whereby a creditor grants or promises to grant to a consumer credit in the form of a deferred payment, loan or other similar financial accommodation …

…

(n)      “linked credit agreement” means a credit agreement where

(i)      the credit in question serves exclusively to finance an agreement for the supply of specific goods or the provision of a specific service, and

(ii)      those two agreements form, from an objective point of view, a commercial unit; a commercial unit shall be deemed to exist where the supplier or service provider himself finances the credit for the consumer or, if it is financed by a third party, where the creditor uses the services of the supplier or service provider in connection with the conclusion or preparation of the credit agreement, or where the specific goods or the provision of a specific service are explicitly specified in the credit agreement.’

3.        Under Article 15(2) of Directive 2008/48:

‘Where the goods or services covered by a linked credit agreement are not supplied, or are supplied only in part, or are not in conformity with the contract for the supply thereof, the consumer shall have the right to pursue remedies against the creditor if the consumer has pursued his remedies against the supplier but has failed to obtain the satisfaction to which he is entitled according to the law or the contract for the supply of goods or services. Member States shall determine to what extent and under what conditions those remedies shall be exercisable.’

4.        According to Article 17(1) of Directive 2008/48:

‘In the event of assignment to a third party of the creditor’s rights under a credit agreement or the agreement itself, the consumer shall be entitled to plead against the assignee any defence which was available to him against the original creditor, including set-off where the latter is permitted in the Member State concerned.’

5.        Article 22 of Directive 2008/48 provides:

‘1.      In so far as this Directive contains harmonised provisions, Member States may not maintain or introduce in their national law provisions diverging from those laid down in this Directive. …

2.      Member States shall ensure that consumers may not waive the rights conferred on them by the provisions of national law implementing or corresponding to this Directive.

3.      Member States shall further ensure that the provisions they adopt in implementation of this Directive cannot be circumvented as a result of the way in which agreements are formulated, in particular by integrating drawdowns or credit agreements falling within the scope of this Directive into credit agreements the character or purpose of which would make it possible to avoid its application.

…’

B.      Bulgarian law

6.        By virtue of Article 147(1) of the Zakon za zadalzheniyata i dogovorite (3) (Law on obligations and contracts, as amended; ‘the ZZD’):

‘The guarantor shall remain liable even after the principal obligation becomes due, if the creditor has brought an action against the debtor within six months. This provision shall apply also where the guarantor has expressly limited his or her guarantee up to the term of the principal obligation.

The extension of the time limit granted by the creditor to the debtor has no effect vis-à-vis the guarantor if he or she has not consented thereto.’

III. The dispute in the main proceedings, the questions referred for a preliminary ruling and the procedure before the Court

7.        By way of individual consumer credit agreements, Easy Asset Management AD and Credisimo AD, legal entities under Bulgarian law, lent consumer-borrowers sums of between 300 Bulgarian lev (BGN) (approximately EUR 150) and BGN 1 700 (approximately EUR 870), (4) at interest rates of approximately 40% to 50%, to be repaid within periods of between three and eighteen months. Under each of these credit agreements, the consumer-borrower was required to provide security by way of a guarantee. (5) Two natural persons who met certain credit criteria, (6) a bank, or a company that the creditor nominated could provide that guarantee. (7) In each of the cases before the referring court, the consumer-borrower tendered a guarantee from a company that the creditor nominated, either Financial Bulgaria EOOD, a subsidiary of Easy Asset Management AD, or I Trust EOOD. Following a consumer-borrower’s failure to repay a loan, the guarantor paid the creditor on the basis of the guarantee. The guarantors thereafter assigned their respective interests to either APS Beta Bulgaria EOOD (the first applicant; ‘APS Beta Bulgaria’) or to Agentsia za kontrol na prosrocheni zadalzhenia AD (the second applicant; ‘Agentsia’).

8.        The proceedings before the referring court consist of seven ex parte applications by APS Beta Bulgaria and Agentsia (8) seeking orders against consumer-borrowers in order to enforce payment of the sums the guarantors had paid the creditors under the credit agreements. (9) Those sums included fees for the cost of the guarantee amounting to more than 75% of the total amount repayable under the credit agreements.

9.        The referring court observes that the Varhoven kasatsionen sad (Supreme Court of Cassation, Bulgaria) interprets Article 147(1) of the ZZD to the effect that, where a creditor has not brought an action against a debtor for a period of six months after the principal obligation has fallen due, any guarantee for the repayment of that debt is extinguished by a rule of law that applies ex officio. (10) Certain national courts are of the view that only a guarantor may rely on Article 147(1) of the ZZD as against a creditor. Notwithstanding that the guarantor’s obligations to the creditor may have been extinguished by the latter’s failure to bring proceedings against the debtor in time, a guarantor may recover from a defaulting debtor any sums that it paid on the basis of the guarantee. (11) In the first, second and third cases before the referring court, Financial Bulgaria EOOD and I Trust EOOD paid the creditor more than six months after the date when the final instalment had fallen due and assigned their rights under the guarantees to APS Beta Bulgaria. In the fourth, seventh and eighth cases, Financial Bulgaria EOOD paid off the debt more than six months after the final instalment had fallen due and assigned its rights under the guarantees to Agentsia. In the fifth case, Financial Bulgaria EOOD paid off the debt within the six-month period and assigned its rights under the guarantee to Agentsia.

10.      In that context, the Sofiyski rayonen sad (District Court, Sofia) decided to stay the proceedings before it and to refer the following questions to the Court of Justice for a preliminary ruling:

‘(1)      Are Article 4(2) and Article 6(1) of Council Directive 93/13/EEC [(12)] on unfair terms in consumer contracts […] to be interpreted as meaning that, where a credit agreement imposes an obligation on the consumer to conclude a contract of guarantee with a guarantor nominated by the creditor, the content of the contract of guarantee is not the “main subject matter” of the contract with that third party but forms part of the content of the credit agreement? Is it relevant in that regard whether the creditor and the guarantor are connected persons?

(2)      Is point 1(i) of the Annex to [Directive 93/13] to be interpreted as meaning that, where the consumer is required to provide a guarantor in connection with a credit agreement which has already been concluded, and one of the options is for him or her to appoint a person nominated by the creditor, the content of the consumer’s obligation under the contract of guarantee concluded later on the day on which the credit agreement was concluded must be regarded as unclear, since it was not possible for the consumer himself or herself to select or propose the person to be nominated by the creditor as the future guarantor?

(3)      If the answer to the preceding question is that the subject matter of the contract of guarantee is clear, is point 1(i), (j) and (m) of the Annex to [Directive 93/13] to be interpreted as meaning that, where the consumer has undertaken to provide a guarantor in connection with a credit agreement which has already been concluded, and one of the options is for him or her to appoint a person nominated by the creditor, the content of the consumer’s obligation under the credit agreement must be regarded as unclear and may lead to the nullity of the credit agreement or particular terms thereof?

(4)      Is Article 4(1) of [Directive 93/13], read in conjunction with Article 8 of Directive 2005/29/EC [(13)] concerning unfair commercial practices, to be interpreted as meaning that, where a person granting credit requires the consumer to conclude an agreement with a person nominated by the creditor to secure the creditor’s claim against the consumer, that always constitutes exploitation of the consumer’s disadvantageous position and is therefore an aggressive commercial practice?

(5)      If Question 4 is answered in the negative: is Article 4(1) and Article 7 of [Directive 93/13], read in conjunction with Article 8 of [Directive 2005/29], to be interpreted as meaning that, in unilateral legal proceedings, such as the order for payment procedure, in which the consumer is not a party, the court may raise doubts that a contractual term is unfair solely on the ground that it suspects that the term was accepted by the consumer on the basis of an unfair commercial practice, or must the latter be established with certainty?

(6)      Is Article 15(2) of [Directive 2008/48] to be interpreted as meaning that it applies in cases where the credit agreement is linked to an ancillary service, namely the provision of a guarantee by a third party in return for a fee, and allows the consumer not only to pursue his or her claims on grounds of wrongful conduct on the part of the guarantor, such as payment after the expiry of a statutory time limit, but also to rely on procedural objections which rule out the obligation to the guarantor?

(7)      Does Article 15(2) of [Directive 2008/48], read in conjunction with the principle of effectiveness, or – on the assumption that the credit agreement and the contract of guarantee constitute related transactions – do Articles 5 and 7 of [Directive 93/13], read in conjunction with point 1(b) and (c) of the Annex thereto, permit national case-law according to which the guarantor of a contract linked to a consumer credit agreement who has received a fee from the consumer for the collateralisation of the credit agreement and has paid the principal creditor in accordance with a contractual term, despite the expiry of the period laid down in Article 147 of the [ZZD], which, according to the relevant case-law, extinguishes the guarantee in its entirety, may nevertheless plead that he or she has succeeded to the rights of the original creditor and, citing contradictory case-law on the application of the law, claim payment from the principal debtor?

(8)      Is Article 3(g) of [Directive 2008/48], read in conjunction with Article 5 of [Directive 93/13], to be interpreted as meaning that in the case of an obligation under a credit agreement to conclude a linked contract of guarantee, which has the effect of increasing the total amount of the credit liability, the annual percentage rate of charge (APR) for the credit must also be calculated on the basis of the increased instalments resulting from the fee paid to the guarantor? Is it relevant in that regard who selected the guarantor and whether he or she is a person connected with the principal creditor?

(9)      Is Article 10(2)(g) of [Directive 2008/48] to be interpreted as meaning that the incorrect indication of the APR in a credit agreement concluded between a seller or supplier and a consumer-borrower must be regarded as a failure to indicate the APR in the credit agreement and that the national court must apply the consequences provided for in national law for failure to indicate the [APR] in a consumer credit agreement? Is it to be assumed that those consequences must also apply to the guarantor who has paid in his or her relationship with the consumer?

(10)      Is the second sentence of Article 23 of [Directive 2008/48] to be interpreted as meaning that a penalty provided for in national law, namely the nullity of the consumer credit agreement, whereby only the principal amount granted is repayable, must be regarded as proportionate in cases where the consumer credit agreement does not contain a precise indication of the APR in that it does not indicate the cost of a commercial guarantor selected by the creditor, even though the APR is indicated in numerical form in the text of the credit agreement?

(11)      Is Article 2(2) of Directive 2009/138/EC [(14)] on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II) […], read in conjunction with point 14 of Part A of Annex 1 to that directive, to be interpreted as meaning that, in the case of a guarantor, the professional pursuit of a remunerated activity in respect of which the guarantor company pays, in all cases of default, the total amount of the credit contracted by a consumer who is the principal debtor, and the fee is paid with each instalment of the credit, irrespective of the consumer’s default, constitutes an “insurance activity” within the meaning of that directive?

(12)      If Question 11 is answered in the affirmative: is Article 14(1) of [Directive 2009/138] to be interpreted as meaning that a person pursuing the activity referred to in Question 11 is subject to an obligation to obtain authorisation from the national regulatory authorities responsible for granting authorisations to insurers?’

11.      Agentsia, the Czech Government (15) and the European Commission submitted written observations to the Court.

IV.    Assessment

12.      The Court seeks my advice as to the answer to the sixth and seventh questions referred. Agentsia and the Commission propose that the Court examine those questions together, to which proposal I subscribe.

13.      Under the Article 267 TFEU procedure, it is for the Court of Justice to provide the national court with an answer that will be of use to it and will enable it to decide the case before it. To that end, the Court should, where necessary, reformulate questions referred to it. (16) By its sixth and seventh questions, the referring court seeks to ascertain, first, whether Article 15(2) of Directive 2008/48 applies to credit agreements linked to the provision of a guarantee by a third party in return for a fee and, second, whether Articles 5 and 7 of Directive 93/13, read in conjunction with point 1(b) and (c) of the annex thereto, apply to national case-law according to which a guarantor that has paid the principal creditor of a consumer credit agreement may claim payment from the principal debtor notwithstanding the extinction of that guarantee.

A.      Admissibility of the sixth and seventh questions

 The parties’ observations

14.      According to Agentsia, the guarantee agreement provides the creditor with additional security for the loan and ensures its full and timely performance. That guarantee agreement is separate from the credit agreement between the creditor and the consumer-borrower such that the two agreements cannot be treated as a single commercial unit. The guarantee agreement does not, moreover, finance the credit agreement. The credit agreement and the guarantee agreement are, therefore, not ‘linked credit agreements’, as defined by Article 3(n) of Directive 2008/48. Since Article 15(2) of Directive 2008/48 applies to linked credit agreements only, it does not govern the transactions to which the order for reference refers. The sixth and seventh questions do not relate to the facts of the case, are of a hypothetical nature and are thus inadmissible.

15.      The Commission does not raise any issue as regards the admissibility of the sixth and seventh questions.

 Analysis

16.      In accordance with the Court’s settled case-law, the procedure under Article 267 TFEU is an instrument of cooperation between the Court of Justice and national courts by means of which the former provides the latter with the interpretation of such EU law as is necessary to enable them to give judgment in the cases on which they are called upon to adjudicate. In the context of that cooperation, it is solely for the national court before which the dispute has been brought, and which must assume responsibility for the subsequent judicial decision, to determine, in the light of the particular circumstances of the case before it, both the need for a preliminary ruling in order to enable it to deliver judgment and the relevance of the questions that it submits to the Court. Where those questions concern the interpretation of EU law, the Court is bound, in principle, to give a ruling. Questions on the interpretation of EU law that a national court refers in a factual and legislative context that it defines, the accuracy of which is not a matter for the Court to determine, enjoy a presumption of relevance. The Court may refuse to rule on a question referred by a national court only where it is quite obvious that the interpretation of EU law that is sought is unrelated to the actual facts of the main action or its object, where the problem is hypothetical, or where the Court does not have before it the factual or legal material necessary to give a useful answer to that question. (17)

17.      The sixth and seventh questions ask whether Article 15(2) of Directive 2008/48 applies to credit agreements that are linked to the provision of guarantees by third parties in return for the debtor paying a fee and, in particular, whether those agreements are ‘linked credit agreements’ for the purposes of Directive 2008/48. These two questions ask the Court whether certain provisions of EU secondary legislation may apply to the factual situation described in the order for reference, the existence of which the parties to the proceedings do not contest. Such circumstances clearly come within the scope of the case-law to which point 16 of the present Opinion refers. I accordingly advise the Court to rule the sixth and seventh questions admissible.

B.      Substance

 The parties’ observations

18.      For the reasons set out in point 14 of the present Opinion, Agentsia submits that Article 15(2) of Directive 2008/48 does not apply where a credit agreement is linked to the provision of an ancillary service, here a guarantee by a third party in return for payment of a fee. It contends that the seventh question raises issues of national law that involve the expiry of a guarantee, not claims against a creditor arising out of the provision of goods or services. Agentsia further observes that the fact that the guarantor did not invoke Article 147 of the ZZD as against the creditor, notwithstanding that six months had expired since the principal debt had fallen due, has no consequences for the consumer-borrower. A debt is owed, irrespective of the identity of the person to whom it is owed.

19.      The Commission shares the view that the credit agreements which are the subject matter of the cases before the referring court do not meet the requirements of Article 3(n) of Directive 2008/48 and are therefore not linked credit agreements that are governed by Article 15(2) of Directive 2008/48. The credit afforded did not exclusively or partly finance an agreement to supply identifiable goods or to provide an identifiable service. The guarantee agreements are therefore ancillary to the credit agreement and do not afford credit for the purchase of goods or services. The Commission observes that the seventh question appears to be directed to the application and the interpretation of national law, rather than to a clause in a consumer contract, such that the provisions of Directive 93/13 on unfair terms in consumer contracts do not apply.

20.      The Commission nonetheless suggests, in its answers to the sixth and seventh questions, that the Court should have regard to the particular circumstances in which the order for reference was made. The relationship between the creditor and the guarantor appears to be such (18) as to constitute a disincentive for the latter to rely on Article 147(1) of the ZZD in order to extinguish the guarantee. Were the consumer-borrower permitted to rely on that provision against the creditor, he or she would be able to avoid repayment of the sum borrowed. These observations are of particular relevance in circumstances where access to the credit agreement is contingent upon the consumer-borrower obtaining a guarantee from an entity the creditor nominates.

21.      The Commission further submits that Article 17 of Directive 2008/48 is circumvented where a guarantor may rely upon a guarantee agreement to secure the repayment of a debt by a consumer-borrower and not an assignment of the right to recover that debt. According to the Commission, Article 17 of Directive 2008/48 operates on the presumption that the assignee of a debt is a third party independent of the creditor. The protection that article affords should apply a fortiori  where the guarantor is a subsidiary of the original creditor. An arrangement under which a creditor and a guarantor, operating as a single commercial unit, agree to extinguish a consumer-borrower’s rights against a creditor circumvents Directive 2008/48, contrary to Article 22(3) thereof.

 Analysis

–       Article 15(2) of Directive 2008/48

22.      Under Article 3(n) of Directive 2008/48, a ‘linked credit agreement’ requires the presence of two cumulative conditions: that the credit in question serves exclusively to finance an agreement relating to the supply of goods or the provision of services; and that the two agreements, viewed objectively, are a single commercial unit. (19) From the order for reference it is clear that the credit agreements at issue in the cases before the referring court do not finance the purchase of identifiable goods or services. Nor do the guarantee agreements provide a service that the credit agreements pay for. As the Commission rightly observes, the guarantee agreement is ancillary to the credit agreement. These two agreements thus do not meet the first of the cumulative conditions required for a ‘linked credit agreement’ to exist within the meaning of Directive 2004/48. Since Article 15(2) applies to ‘linked credit agreements’ as so defined, that provision cannot apply to agreements that are not within the ambit of that definition.

–       Articles 5 and 7 of Directive 93/13

23.      According to the referring court, national case-law interprets Article 147 of the ZZD so as to permit a guarantor that has paid a principal creditor to claim payment from the debtor notwithstanding that the guarantee is considered to have been extinguished by operation of law. (20) Directive 93/13 aims at the approximation of Member State laws, regulations and administrative provisions that relate to unfair terms in contracts concluded between a seller or a supplier and a consumer. Article 5 of Directive 93/13 requires that written terms in contracts are in plain, intelligible language and that, in the event of doubt, the interpretation of a term that is most favourable to the consumer prevails. Article 7 of Directive 93/13 governs the repeated use of unfair terms in consumer contracts. As the Commission observed, in so far as the seventh question refers to Articles 5 and 7 of Directive 93/13, read in conjunction with point 1(b) and (c) of the annex thereto, it does so in the context of the application of national legislation, rather than the interpretation of a clause in a consumer contract. Since they describe themselves as applicable to the interpretation and the use of unfair terms in consumer contracts, those provisions of EU law do not govern the application of national law provisions such as Article 147 of the ZZD. (21)

–       Circumvention of provisions of Directive 2008/48

24.      Article 267 TFEU confers jurisdiction on the Court to interpret EU law in the context of responding to questions that a national court asks of it. (22) Whilst in order to give a useful answer the Court may take into consideration rules of EU law to which the national court’s questions do not refer, (23) its jurisdiction to do so is limited by the clear separation of functions between it and national courts that Article 267 TFEU prescribes (24) and under which national courts decide the questions of EU law upon which they seek an answer. (25) It is accordingly for national courts to decide on the form and content of the questions that they wish to refer, which the parties to the main proceedings may not alter. (26) That state of affairs is consonant with the case-law that requires the Court to ensure that the governments of the Member States and the parties are given an opportunity to submit observations on the questions asked of the Court further to Article 23 of the Statute of the Court of Justice of the European Union. (27)

25.      These proceedings provide a good example for at least part of the rationale for the imposition of limits upon the exercise of the Court’s jurisdiction under Article 267 TFEU. Since the referring Court did not seek an interpretation of Article 17(2) of Directive 2008/48, there has been no debate on the legal basis for the Commission’s assertion that that provision is grounded on the assumption that the assignee to which it refers must be a third party independent of an original creditor. It is also clear from the text of Article 22(3) of Directive 2008/48 that it requires Member States to ensure that the provisions they adopt to implement that directive are not circumvented. (28) Since the referring court did not ask the Court to interpret Article 22(3) of Directive 2008/48, it cannot be criticised for not having identified whether the provisions that the Commission claims may be being circumvented were enacted for that purpose. The Court is thus deprived of the material that it requires in order to give the referring court an interpretation of Article 22(3) of Directive 2008/48 of which it can make use in the resolution of the litigation before it. Outcomes of that nature are incompatible with the proper operation of the procedure under Article 267 TFEU.

V.      Conclusion

26.      I therefore propose that the Court answer the sixth and seventh questions that the Sofiyski rayonen sad (District Court, Sofia, Bulgaria) referred for a preliminary ruling as follows:

(1)      Article 15(2) of Directive 2008/48/EC of the European Parliament and of the Council of 23 April 2008 on credit agreements for consumers and repealing Council Directive 87/102/EEC does not apply to credit agreements linked to an ancillary service, namely the provision of a guarantee by a third party in return for payment of a fee, where those credit agreements do not serve exclusively to finance an agreement for the supply of identifiable goods or the provision of an identifiable service.

(2)      Articles 5 and 7 of Council Directive 93/13/EEC of 5 April 1993 on unfair terms in consumer contracts, read in conjunction with point 1(b) and (c) of the annex thereto, do not apply to national case-law according to which a guarantor that has paid the creditor of a consumer credit agreement may claim payment from the debtor notwithstanding the extinction of that guarantee.

1      Original language: English.

2      OJ 2008 L 133, p. 66, as amended by Commission Directive 2011/90/EU of 14 November 2011 (OJ 2011 L 296, p. 35), by Directive 2014/17/EU of the European Parliament and of the Council of 4 February 2014 (OJ 2014 L 60, p. 34), by Regulation (EU) 2016/1011 of the European Parliament and of the Council of 8 June 2016 (OJ 2016 L 171, p. 1), by Regulation (EU) 2019/1243 of the European Parliament and of the Council of 20 June 2019 (OJ 2019 L 198, p. 241) and by Directive (EU) 2021/2167 of the European Parliament and of the Council of 24 November 2021 (OJ 2021 L 438, p. 1).

3      State Gazette No 275 of 22 November 1950, in force from 1 January 1951, as amended in State Gazette No 35 of 27 April 2021.

4      Directive 2008/48/EC does not apply to loan agreements for less than EUR 200: see Article 2(2)(c).

5      In one case a guarantee was not required: however, in the absence of a guarantee the borrower had to wait 14 days for loan approval. Where a consumer-borrower entered into a guarantee agreement with a person chosen by the creditor within 48 hours of making the credit agreement or provided an unconditional bank guarantee within 10 days thereof, she or he received credit approval within 24 hours. The Commission observed that those conditions exerted pressure on the consumer-borrower to accept the creditor’s choice of guarantor.

6      According to the referring court, this option was available in some of the cases that are the subject matter of the reference for a preliminary ruling.

7      The second applicant, Agentsia, claims that it did not choose or nominate the proposed professional guarantor, but rather agreed to it.

8      By order of 26 October 2023, the referring court informed the Court that the subject matter of the order for reference had been withdrawn as regards the sixth of the eight applications.

9      The referring court observes that the consumer-borrowers, who are not parties to the proceedings, may contest the facts that it describes.

10      Interpretative Decision No 4/2013 of 18 June 2014 of the General Assembly of the Civil and Commercial Chamber of the Varhoven kasatsionen sad (Supreme Court of Cassation).

11      See, for example, Order No 5389 of 1 March 2019 of the Sofiyski gradski sad (Sofia City Court), II-b Appellate Chamber, in Civil Appeal Case No 2165/2019.

12      OJ 1993 L 95, p. 29, as amended by Directive 2011/83/EU of the European Parliament and of the Council of 25 October 2011 (OJ 2011 L 304, p. 64) and by Directive (EU) 2019/2161 of the European Parliament and of the Council of 27 November 2019 (OJ 2019 L 328, p. 7).

13      Directive of the European Parliament and of the Council of 11 May 2005 concerning unfair business-to-consumer commercial practices in the internal market and amending Council Directive 84/450/EEC, Directives 97/7/EC, 98/27/EC and 2002/65/EC and Regulation (EC) No 2006/2004 of the European Parliament and of the Council (‘Unfair Commercial Practices Directive’) (OJ 2005 L 149, p. 22).

14      Directive of the European Parliament and of the Council of 25 November 2009 on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II) (OJ 2009 L 335, p. 1).

15      The Czech Government confined its written observations to a response to the eleventh question in the order for reference.

16      See, to that effect, judgment of 10 February 2022, Bezirkshauptmannschaft Hartberg-Fürstenfeld (Limitation period) (C‑219/20, EU:C:2022:89, paragraph 33).

17      See, to that effect, judgment of 8 December 2016, Eurosaneamientos and Others (C‑532/15 and C‑538/15, EU:C:2016:932, paragraphs 26 to 28 and the case-law cited).

18      The Commission represents that Financial Bulgaria EOOD is a subsidiary of Easy Asset Management AD. As for the relationship between Credisimo AD and I Trust EOOD, it observes, first, that the creditor chose the guarantor for the consumer credit agreement. Second, the guarantor did not invoke the extinction of the guarantee against the creditor, in circumstances where a guarantor, aware of the possibility that a consumer-borrower might be in financial difficulty, would be inclined to do so rather than to run the risk of the consumer-borrower’s default.

19      See, for example, judgment of 21 December 2023, BMW Bank and Others (C‑38/21, C‑47/21 and C‑232/21, EU:C:2023:1014, paragraph 301), regarding credit agreements for the supply of motor vehicles.

20      It is not for the Court to rule on the interpretation of national laws or regulations or to decide on the correctness of the referring court’s interpretation of them in the context of the procedure under Article 267 TFEU: see, for example, judgments of 21 September 2016, Etablissements Fr. Colruyt (C‑221/15, EU:C:2016:704, paragraph 15), and of 5 June 2018, Grupo Norte Facility (C‑574/16, EU:C:2018:390, paragraph 32).

21      Paragraphs 104 and 157 of the order for reference observe that one of the credit agreements contains a clause that provides that the guarantor shall continue to be liable, in accordance with the terms of the guarantee agreement, after the consumer’s obligations under the consumer credit agreement fall due, regardless as to whether the creditor had commenced proceedings against the consumer-borrower and/or the guarantor within six months of the obligation falling due. Agentsia asserts that such a clause benefits consumers in that their obligations are guaranteed by another debtor to which the creditor may have recourse to repay the debt.

22      See, for example, judgment of 27 March 2014, Torralbo Marcos (C‑265/13, EU:C:2014:187, paragraph 27 and the case-law cited).

23      See, for example, judgment of 17 October 2019, Comida paralela 12 (C‑579/18, EU:C:2019:875, paragraph 22 and the case-law cited).

24      See, for example, judgments of 20 June 2024, Staatssecretaris van Justitie en Veiligheid (Posting of third-country workers) (C‑540/22, EU:C:2024:530, paragraph 105), and of 27 June 2024, Ministero della Giustizia (C‑41/23, EU:C:2024:554, paragraph 33 and the case-law cited).

25      See, for example, judgment of 9 July 2020, Raiffeisen Bank and BRD Groupe Societé Générale (C‑698/18 and C‑699/18, EU:C:2020:537, paragraph 46). It is also clear from the Court’s case-law that, where a referring court expressly states in its order for reference that it did not consider it necessary to ask a question or if it implicitly refuses to submit to the Court a question one of the parties raised, the Court may not answer that question or take it into account in its answer: see, for example, judgment of 13 December 2018, Touring Tours und Travel and Sociedad de Transportes (C‑412/17 and C‑474/17, EU:C:2018:1005, paragraph 41 and the case-law cited).

26      See, for example, judgments of 18 July 2013, Consiglio Nazionale dei Geologi (C‑136/12, EU:C:2013:489, paragraphs 29 and 30), and of 22 December 2022, Airbnb Ireland and Airbnb Payments UK (C‑83/21, EU:C:2022:1018, paragraphs 82 to 84 and the case-law cited).

27      See, for example, judgments of 16 October 2014, Welmory (C‑605/12, EU:C:2014:2298, paragraph 34 and the case-law cited), and of 17 December 2020, BAKATI PLUS (C‑656/19, EU:C:2020:1045, paragraph 33).

28      See judgment of 21 March 2024, Profi Credit Bulgaria (Services ancillary to a credit agreement) (C‑714/22, EU:C:2024:263, paragraph 41 and the case-law cited).