In its judgement of 18 November 2025 – 9 VKl 1/24, the Koblenz Higher Regional Court issued an important clarification on the scope of a so-called “class action” in the form of a redress action under the German Consumer Rights Enforcement Act (VDuG). Specifically, the question was whether a consumer association authorised to bring an action can also take personal action against a GmbH managing director as part of a class action for consumer claims. The judgement creates new legal certainty for managing directors and clearly delineates the status of an entrepreneur within the meaning of the VDuG.
Background
A consumer association brought an action for redress against a company as a platform operator and its sole managing director. In essence, a claim was made against the managing director for repayment of consumer fees that had been charged as part of an online service offering. As insolvency proceedings had been opened against the company’s assets, a partial judgement was initially only issued on the claim against the managing director. At the heart of the dispute was the question of whether an employed managing director could be sued as an “entrepreneur” within the meaning of the VDuG.
The decision of the Hamburg Regional Court
The Koblenz Higher Regional Court affirmed the association’s standing to sue, but declared the collective action against the managing director inadmissible. According to Section 1 (1) VDuG, an action for redress can in principle only be brought against entrepreneurs. According to the court, the term “entrepreneur” in the VDuG only includes persons who carry out a commercial or independent professional activity. Mere activity as an employed managing director is not sufficient, even if the managing director is also the sole or predominant shareholder of the company.
The interpretation is based on the provisions of Section 1 (1) VDuG and is linked to the legal definitions of Sections 13, 14 BGB and the “procedural consumer concept” in Section 29c (2) ZPO. The Higher Regional Court of Koblenz analyses in detail the Union law requirements of the Directive on representative actions (EU) 2020/1828 and comes to the conclusion that an interpretation in line with the Directive may not lead to a broader definition of entrepreneur if the national legislator clearly requires self-employed activity.
The decisive factor is that the contractual relationship with consumers is established solely by the GmbH. The limitation of the concept of entrepreneur serves precisely to ensure that not every professional activity – in particular not dependent activities – should be at risk of a representative action. This applies in particular to managing directors who act exclusively for the GmbH and do not act commercially in their own name.
In the opinion of the Koblenz Higher Regional Court, the managing director who acts on behalf of the company cannot himself be the addressee of a representative action under the VDuG.
Conclusion
The judgement of the Koblenz Higher Regional Court now provides a clear judicial statement on the scope of application of representative actions. In the context of an action for redress under the VDuG, the managing director of a GmbH is not to be regarded as an entrepreneur within the meaning of the law. Association actions are therefore to be directed exclusively against the company itself. For managing directors, this means effective protection against personal liability in the context of collective consumer legal protection – and for consumer associations, it means a clarification of the opposing parties in association proceedings.