Civil Law and Platform-to-Business Contract Disputes in Europe

1. Meaning

Platform-to-Business (P2B) disputes arise when an online platform and a business user disagree about their contractual relationship.

Typical examples include:

suspension or termination of a seller account;

delisting or reduced visibility of products;

changes to platform terms and conditions;

commission and payment disputes;

withholding of seller funds;

ranking and search-position disputes;

discriminatory treatment between sellers;

use of a seller's data or intellectual property;

exclusivity or parity clauses;

platform liability exclusions;

jurisdiction and governing-law clauses;

refusal to give reasons for account restrictions;

disputes over mediation and complaint procedures.

The EU's principal horizontal instrument is Regulation (EU) 2019/1150 — the Platform-to-Business Regulation (P2B Regulation). It covers online intermediation services where businesses use a platform to offer goods or services to consumers through a contractual relationship with the platform. (EUR-Lex)

A major point for examinations is that P2B law does not replace ordinary contract law. Contract, competition, procedural, data-protection and national civil-law rules can operate alongside it.

2. Legal Framework

A. P2B Regulation 2019/1150

The Regulation attempts to create a fair, transparent and predictable contractual environment for business users of online platforms.

Important provisions include:

Article 3 — Terms and conditions

Platform terms must be:

clear and understandable;

easily available;

properly notified;

capable of being changed only according to prescribed procedures.

This is important where a platform suddenly changes its seller agreement.

Article 4 — Restriction, suspension and termination

Where a platform restricts or suspends a business user's service, the platform must provide the required statement of reasons.

For termination, the Regulation establishes additional procedural safeguards.

Therefore:

Platform discretion ≠ unlimited contractual discretion.

Article 5 — Ranking

Platforms must describe the main parameters determining ranking and their relative importance.

This becomes relevant when a business alleges that its products were unfairly pushed down in search results.

Article 6 — Ancillary goods and services

The terms must explain whether the platform itself offers ancillary goods or services and whether business users can offer similar services.

Article 7 — Differentiated treatment

Where the platform gives preferential treatment to its own goods/services or those of connected business users, relevant information must be disclosed.

Article 8 — Specific contractual terms

Certain contractual restrictions concerning data and other matters must satisfy transparency requirements.

Article 9 — Data access

The platform must disclose relevant information concerning access to and use of data generated through the platform relationship.

Articles 11–12 — Complaint handling and mediation

The Regulation requires an internal complaint-handling system and requires covered platforms to identify mediators for disputes.

Mediation must be conducted in good faith, although participation does not eliminate the parties' right to go to court. (Legislation UK)

Article 14 — Representative actions

Qualified organisations and associations can bring proceedings in appropriate circumstances.

Article 15 — Enforcement

Member States must ensure adequate and effective enforcement.

3. Nature of P2B Contractual Liability

A P2B dispute can normally be analysed through six questions:

1. Was there a contract?
2. What did the platform promise?
3. Was the platform's action permitted by the contract?
4. Did mandatory EU/national law restrict that contractual power?
5. Was there breach or unlawful conduct?
6. What loss and remedy resulted?

Thus:

P2B Liability Formula

Contract + Platform Duty + Breach + Causation + Damage + Remedy

4. Important Case Laws

A difficulty with this subject is that the P2B Regulation is relatively recent. There are therefore fewer reported judgments directly awarding damages between a platform and a business user under the P2B Regulation itself. The strongest authorities combine the P2B Regulation with competition law, electronic-commerce law and contractual principles.

The following cases are particularly useful.

Case 1 — Amazon Services Europe, C-665/22

Court: CJEU
Date: 30 May 2024
Case: Amazon Services Europe Sàrl v Autorità per le Garanzie nelle Comunicazioni

Facts

Amazon operated an online marketplace connecting third-party sellers with consumers.

Italian legislation required online intermediation-service providers to provide certain economic information to AGCOM.

Amazon challenged those requirements.

Issue

Could Italy impose additional obligations on an online platform by relying on the implementation and enforcement of the P2B Regulation?

Decision

The CJEU examined the relationship between:

P2B Regulation 2019/1150;

the E-Commerce Directive;

freedom to provide services.

The Court held that national measures concerning information-society services must respect the EU framework governing cross-border electronic services. The P2B Regulation does not provide an unlimited basis for Member States to impose additional requirements inconsistent with the E-Commerce Directive. (Infocuria)

Importance

The case demonstrates that:

P2B Regulation + E-Commerce Directive + free movement rules must be read together.

A platform operating across Europe cannot simply be subjected to arbitrary additional national requirements merely because those requirements are described as P2B enforcement.

Exam point

C-665/22 = P2B enforcement + cross-border platform regulation.

Case 2 — Airbnb Ireland and Amazon Services Europe, Joined Cases C-662/22 and C-667/22

Court: CJEU
Date: 30 May 2024

Facts

Airbnb and Amazon challenged Italian requirements concerning registration with the Italian communications regulator and related information and financial obligations.

The Italian measures were justified partly by reference to enforcement of the P2B Regulation.

Issue

Could Italy impose those additional obligations on platforms established in another Member State?

Decision

The CJEU held that Article 3 of the E-Commerce Directive precluded the relevant Italian measures requiring foreign-established information-society-service providers to register and comply with additional obligations of the type at issue. (Infocuria)

Importance for P2B disputes

The case establishes an important principle:

P2B regulation does not destroy the country-of-origin principle applicable to information-society services.

This is especially relevant to cross-border platform disputes.

Exam point

C-662/22 & C-667/22 = P2B enforcement cannot be used to circumvent EU cross-border electronic-commerce rules.

Case 3 — Expedia, C-663/22

Court: CJEU
Date: 30 May 2024

Facts

Expedia operated online accommodation and travel reservation platforms.

Italy imposed obligations requiring online intermediation-service providers to provide economic information to AGCOM.

Issue

Whether the P2B Regulation authorised such national monitoring requirements.

Decision

The CJEU interpreted Articles 1, 15, 16 and 18 of Regulation 2019/1150 and considered the Regulation's purpose of creating a fair, predictable and transparent environment for platform-business relationships. (Infocuria)

The Court distinguished measures genuinely aimed at enforcing P2B obligations from measures that impose unrelated or excessive regulatory burdens.

Importance

The case is useful for understanding the scope of P2B enforcement.

P2B is designed primarily to improve:

transparency;

fairness;

predictability;

redress;

contractual relationships between platforms and business users.

Exam point

C-663/22 = P2B's objective is contractual fairness and transparency, not unlimited economic surveillance of platforms.

Case 4 — Coty Germany GmbH v Parfümerie Akzente GmbH, C-230/16

Court: CJEU
Date: 6 December 2017

This case predates the P2B Regulation but is extremely important for platform-business contractual disputes.

Facts

Coty operated a selective distribution system for luxury cosmetics.

It prohibited authorised distributors from selling luxury products through certain visible third-party platforms such as Amazon.

The distributor challenged the contractual restriction.

Issue

Could a supplier contractually prevent authorised distributors from using third-party online marketplaces?

Decision

The CJEU held that, subject to specified conditions, a selective distribution system protecting the luxury image of products could prohibit authorised distributors from using third-party platforms in a manner visible to consumers.

The clause had to pursue the legitimate objective, apply uniformly and without discrimination, and be proportionate. (Infocuria)

Importance

This case demonstrates that:

Not every contractual restriction imposed through or concerning a platform is unlawful.

The legality depends upon:

contractual structure;

legitimate objective;

competition law;

proportionality;

non-discrimination.

Example

A platform seller cannot automatically argue:

"The platform is digital, therefore every restriction on online sales is invalid."

Exam point

C-230/16 = third-party marketplace restriction + selective distribution + Article 101 TFEU.

Case 5 — Pierre Fabre Dermo-Cosmétique, C-439/09

Court: CJEU
Date: 13 October 2011

Facts

Pierre Fabre's distribution contracts effectively prevented distributors from selling certain cosmetic products through the internet.

Issue

Whether a contractual restriction that effectively prohibited internet sales could violate EU competition law.

Decision

The CJEU treated a general and absolute prohibition on internet sales as a serious competition restriction, subject to the applicable Article 101 analysis. (Infocuria)

Importance for P2B

This case helps distinguish:

legitimate platform restrictions from contractual restrictions that unnecessarily eliminate online distribution.

It is particularly relevant where:

a platform controls distribution;

a supplier restricts use of a platform;

an intermediary prevents online sales;

contractual terms restrict access to digital markets.

Exam point

C-439/09 = contractual internet-sales restriction must be examined under competition law.

Case 6 — Booking.com, BGH KVR 54/20

Court: German Federal Court of Justice (BGH)
Date: 18 May 2021

This is an important national European authority involving a platform-business relationship.

Facts

Booking.com used a "narrow" price-parity clause in agreements with hotels.

The clause prevented hotels from offering rooms on their own websites at lower prices or better conditions than those offered through Booking.com.

Issue

Was the price-parity clause compatible with competition law?

Decision

The BGH held that the narrow best-price clause was not exempted from Article 101(1) TFEU and did not satisfy the conditions for exemption under Article 101(3). The Court considered its effects on hotels' ability to market directly through their own online channels. (Bundesgerichtshof)

Importance

This is highly relevant to P2B disputes involving:

price parity;

MFN clauses;

platform commissions;

restrictions on direct sales;

platform dependency.

Exam point

Booking.com = platform parity clause + hotel business users + competition law.

Case 7 — Asociación Profesional Élite Taxi v Uber Systems Spain, C-434/15

Court: CJEU
Date: 20 December 2017

Facts

Uber used an electronic platform connecting passengers with non-professional drivers.

The dispute concerned the legal classification of Uber's service.

Decision

The CJEU held that the Uber service in question was an integrated transport service, rather than merely an information-society intermediation service. Consequently, Member States could regulate the service under transport rules. (Infocuria)

Importance

This case shows why classification of the platform's service is the first step.

Different legal regimes may apply depending upon whether the platform is:

merely an intermediary;

a digital marketplace;

an integrated service provider;

a transport operator;

a financial platform;

an accommodation intermediary.

Exam point

C-434/15 = platform classification determines applicable legal regime.

Case 8 — Airbnb Ireland, C-390/18

Court: CJEU
Date: 19 December 2019

Facts

Airbnb provided an electronic platform connecting hosts with people seeking accommodation.

France attempted to apply professional real-estate licensing requirements to Airbnb.

Decision

The CJEU classified Airbnb's intermediation service as an information-society service, taking into account the nature of its electronic platform and ancillary services. France could not impose the particular restriction in question without complying with the EU notification requirements. (Infocuria)

Importance

This is useful in P2B disputes because it establishes that the legal character of the platform's service matters.

Exam point

C-390/18 = online platform intermediation + information-society service + national restrictions.

5. Major Types of P2B Contract Disputes

A. Account Suspension

A seller may argue:

no contractual breach occurred;

suspension was disproportionate;

reasons were inadequate;

the platform failed to follow its own terms;

the seller suffered foreseeable commercial losses.

The P2B Regulation is particularly relevant to transparency and procedural fairness.

B. Account Termination

Important questions include:

Was termination permitted by the contract?

Was notice required?

Was immediate termination justified?

Were reasons supplied?

Was the seller given an opportunity to complain?

Did mandatory law restrict termination rights?

C. Ranking Disputes

A business may claim that its products were unfairly demoted.

The legal analysis may involve:

P2B Article 5;

platform terms;

competition law;

DSA rules where applicable;

contract law;

discrimination principles.

But:

A business does not automatically have a contractual right to a particular search position.

The key issue is whether the platform complied with its legal and contractual transparency obligations.

6. Platform Terms and Conditions

Platform T&Cs are central evidence.

A court may examine:

Formation

Was the business properly notified of the terms?

Incorporation

Were the terms effectively incorporated into the contract?

Interpretation

What would the contractual language reasonably mean?

Modification

Was the platform entitled to change the terms?

Notice

Did the business receive adequate notice?

Fairness

Does mandatory EU or national law restrict the clause?

Proportionality

Was the platform's contractual power exercised within its legitimate purpose?

7. Liability for Platform Account Blocking

A useful examination structure is:

Step 1 — Contract

Identify:

seller agreement;

terms of service;

marketplace rules;

payment agreement.

Step 2 — Platform action

Determine whether there was:

warning;

suspension;

delisting;

termination;

ranking reduction;

payment hold.

Step 3 — Legal justification

Ask:

What contractual clause authorises the action?

Was the clause properly incorporated?

Were P2B requirements satisfied?

Does competition law apply?

Step 4 — Procedure

Check:

statement of reasons;

internal complaint;

mediation;

judicial proceedings.

Step 5 — Damage

Possible losses include:

lost sales;

lost commissions;

inventory costs;

wasted advertising;

reputational loss;

contractual losses to third parties.

Step 6 — Causation

The business must establish that the platform's unlawful conduct actually caused the claimed loss.

8. Competition Law and P2B Law

P2B and competition law are complementary, not interchangeable.

P2B primarily asks:

Was the platform relationship transparent, predictable and procedurally fair?

Competition law asks:

Did the platform's conduct restrict competition or constitute abuse of market power?

For example:

The German Amazon proceedings illustrate this interaction. In 2019 the Bundeskartellamt secured changes concerning liability exclusions, seller termination/blocking, jurisdiction, product information and other marketplace terms. (Federal Cartel Office)

9. 2026 Development — Amazon Price-Control Proceedings

A particularly important current development is the German Bundeskartellamt's 5 February 2026 decision concerning Amazon's price-control mechanisms.

According to the Bundesnetzagentur, Amazon's mechanisms could result in sellers' offers being removed or excluded from the prominent Buy Box when prices were considered too high. The German authority treated the lack of transparency and effects on sellers as relevant to German and EU competition law, while the Bundesnetzagentur contributed its expertise concerning P2B transparency and fairness requirements. (Bundesnetzagentur)

This is administrative competition enforcement, not a civil judgment awarding contractual damages, but it is highly relevant to modern P2B disputes.

10. Remedies

A business user may potentially seek:

1. Contractual damages

For breach of the platform agreement.

2. Injunction

To prevent:

unlawful termination;

continued exclusion;

enforcement of an unlawful contractual clause.

3. Restoration/reinstatement

Where national law and the contractual circumstances permit.

4. Declaration of invalidity

A court may determine that a contractual provision cannot legally be enforced.

5. Complaint procedure

The P2B Regulation requires an internal complaint-handling mechanism for covered platforms.

6. Mediation

The platform must identify appropriate mediators under Article 12, subject to the Regulation's conditions. (Legislation UK)

7. Competition-law remedies

Depending on the circumstances:

prohibition orders;

commitments;

fines;

structural/behavioural remedies;

damages actions.

8. Representative actions

Qualified organisations may act for business users where the statutory conditions are satisfied.

11. Defences Available to Platforms

Platforms may argue:

A. Contractual authorisation

The seller agreed to the relevant platform rules.

B. Regulatory compliance

The suspension resulted from:

fraud prevention;

KYC;

product safety;

intellectual-property violations;

consumer protection;

payment regulation.

C. Legitimate business objective

The platform may rely upon:

security;

quality control;

prevention of manipulation;

protection of consumers.

D. No causation

Even if a procedural defect occurred, the seller must establish that it caused the claimed economic loss.

E. No recoverable damage

A business cannot necessarily recover speculative losses based merely on an expected level of platform traffic.

12. Platform's Duty of Good Faith

European civil-law systems differ on the precise formulation of good faith.

However, national contract law may impose duties concerning:

honest performance;

cooperation;

prevention of arbitrary contractual conduct;

reasonable exercise of contractual rights;

protection of legitimate contractual expectations.

P2B transparency rules strengthen this environment by requiring platforms to make important contractual and procedural information available.

But P2B should not be confused with a general European doctrine giving every seller a right to continue using a platform indefinitely.

13. Cross-Border P2B Disputes

These disputes become complicated when:

Seller = Germany

Platform = Luxembourg/Ireland

Consumers = France/Italy/Spain

Contract = Luxembourg law

Several questions arise:

Which court has jurisdiction?

Which national contract law applies?

Does P2B apply?

Does the E-Commerce Directive apply?

Does competition law apply?

Can the platform rely on a foreign governing-law clause?

Can the business bring proceedings in its own Member State?

Is mediation required or merely available?

The Amazon, Airbnb and Expedia litigation demonstrates that Member States cannot freely impose national regulatory requirements on foreign-established information-society platforms contrary to EU cross-border rules. (Curia)

14. Difference Between P2B and Consumer Contract Disputes

This distinction is very important.

The CJEU has expressly recognised that the P2B Regulation concerns relationships between online intermediation providers and business users, rather than ordinary consumer protection. (EUR-Lex)

15. Difference Between P2B and Competition Law

P2B

Focus:

fairness + transparency + contractual predictability

Article 101 TFEU

Focus:

anti-competitive agreements

Article 102 TFEU

Focus:

abuse of dominant position

National competition law

May provide additional protections for businesses dependent on a dominant platform.

Thus, a platform's conduct can potentially generate both a contractual/P2B issue and a competition-law issue.

16. Six-Case Revision Table

17. Exam-Oriented Legal Test

For a Platform-to-Business Contract Dispute, use:

P-C-T-B-D-R

P — Platform relationship
Identify platform and business user.

C — Contract
Examine T&Cs, governing law and contractual powers.

T — Transparency
Check P2B duties concerning terms, ranking, termination and reasons.

B — Breach
Determine contractual, P2B or competition-law breach.

D — Damage
Prove actual commercial loss and causation.

R — Remedy
Consider injunction, damages, reinstatement, complaint, mediation, representative action or competition-law remedies.

18. Ultra-Short Revision Notes

P2B Regulation = Regulation 2019/1150

Purpose = Fairness + Transparency

Business user = business offering goods/services through platform

Core issues = T&C + Ranking + Termination + Data + Differentiation + Complaints + Mediation

Article 3 = T&C

Article 4 = Restriction/termination

Article 5 = Ranking

Article 6 = Ancillary goods/services

Article 7 = Differentiated treatment

Article 9 = Data

Article 11 = Complaint handling

Article 12 = Mediation

Article 14 = Representative actions

Article 15 = Enforcement

Key cases

C-665/22 — Amazon → P2B enforcement

C-662/22 & C-667/22 — Airbnb/Amazon → cross-border enforcement

C-663/22 — Expedia → P2B objective

C-230/16 — Coty → marketplace restriction

C-439/09 — Pierre Fabre → internet-sales restriction

KVR 54/20 — Booking.com → price parity

C-434/15 — Uber → platform classification

C-390/18 — Airbnb → information-society service

Final formula

P2B Platform Liability = Contract + Transparency + Fairness + Procedural Compliance + Causation + Damage + Remedy

Important legal qualification: direct European judgments awarding damages specifically for breach of the P2B Regulation remain comparatively limited. The strongest case-law framework therefore combines the P2B Regulation with national contract law, EU competition law, the E-Commerce Directive, procedural law and other applicable EU digital legislation. The 2024 CJEU cases concerning Amazon, Airbnb and Expedia are particularly important for understanding the Regulation's scope and enforcement architecture. (Infocuria)