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Private International Law Act

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Issuer:Riigikogu
Type:act
In force from:01.01.2010
In force until:19.03.2016
Translation published:13.11.2013

Part 1 GENERAL PROVISIONS 

§ 1.  Scope of application of Act

  This Act applies in cases where a legal relationship is connected with the law of more than one state.

§ 2.  Application of foreign law

 (1) If, according to an Act, international agreement or transaction, foreign law is to be applied, the court shall apply such law regardless of whether or not application of the law is requested.

 (2) Foreign law shall be applied pursuant to the interpretation and practice of application of the governing law in the corresponding state.

§ 3.  States where national law consists of non-unified system

  If a provision of this Act refers to the law of a state where national law consists of a non-unified system, the legal order prescribed by the law of such state shall be applied. In the absence of the corresponding provisions in the law of such state, the legal order which is most closely connected with the circumstances of the legal relationship applies.

§ 4.  Ascertainment of foreign law

 (1) The content of foreign law to be applied shall be ascertained by the court conducting the procedure. For such purpose, the court conducting the procedure has the right to request the assistance of the parties.

 (2) The parties have the right to submit documents to the court for ascertainment of the content of foreign law. The court is not required to act pursuant to the documents submitted by the parties.

 (3) Courts have the right to request assistance from the Ministry of Justice or the Ministry of Foreign Affairs of the Republic of Estonia and to use experts.

 (4) If the content of foreign law cannot be ascertained within a reasonable period of time despite all efforts, Estonian law applies.

§ 5.  Rights of administrative agencies in application of foreign law

  The provisions of this Act concerning courts apply also to administrative agencies.

§ 6.  Renvoi

 (1) If this Act prescribes the application of foreign law (transmission), the rules of private international law of the corresponding state apply. If such rules prescribe the application of Estonian law (remission), the rules of Estonian substantive law apply.

 (2) If foreign law prescribes the application of the law of a third state, such transmission shall not be taken into consideration.

 (3) If the provisions of § 231 or Division 1 of Chapter 1 of Part 6 of this Act prescribe the application of foreign law, the rules of the substantive law of such state apply.
[RT I 2004, 37, 255 - entry into force 01.05.2004]

§ 7.  Public policy

  Foreign law shall not apply if the result of such application would be in obvious conflict with the essential principles of Estonian law (public order). In such an event Estonian law applies.

§ 8.  Formal requirements for transactions

  A transaction is formally valid if it is in compliance with the formal requirements of the law governing the transaction or the law of the state where the transaction is entered into.

§ 9.  Representation

 (1) The preconditions under which a transaction entered into by a representative results in rights or obligations for the principal with regard to a third party shall be governed by the law of the state in which the representative acted.

 (2) The law specified in subsection (1) of this section applies also to relationships between a representative without the right of representation and a third party.

 (3) An authorisation for the disposal of a right in rem in immovable property shall be granted in compliance with the formal requirements of the law of the state of location of the immovable property.

Part 2 NATURAL PERSON 

§ 10.  Residence of natural person

  Estonian law applies to determination of the residence of a natural person.

§ 11.  Citizenship of natural person

 (1) The citizenship of a natural person shall be determined pursuant to the law of the state the citizenship of which is to be decided on.

 (2) If a natural person has the citizenship of several states, the citizenship of the state with which the person is most closely connected applies, unless otherwise provided by this Act.

 (3) If this Act is to be applied to a stateless person, a person whose citizenship cannot be ascertained or to a refugee, the residence of the person shall be taken into consideration instead of their citizenship.

§ 12.  Passive and active legal capacity of natural persons

 (1) The law of the state of residence of a natural person applies to their passive and active legal capacity.

 (2) A change of residence shall not restrict the active legal capacity already acquired.

 (3) If a person entered into a transaction although pursuant to the law of the state of their residence, the person does not have active legal capacity or their active legal capacity has been restricted, such person shall not rely on their incapacity if the person would have had active legal capacity pursuant to the law of the state where they entered into the transaction. Such provision does not apply if the other party was or should have been aware of the lack of active legal capacity of the person.

 (4) The provisions of subsection (3) of this section do not apply to transactions arising from family law or the law of succession or to transactions concerning immovables situated in other states.

§ 13.  Declaration of death

 (1) The grounds and consequences of a declaration of death are governed by the law of the last known state of residence of the missing person.

 (2) If the law specified in subsection (1) of this section is foreign law, the missing person may be declared dead also pursuant to Estonian law if an interested person has a legitimate interest therein.

Part 3 LEGAL PERSON 

§ 14.  Law governing legal persons

 (1) A legal person shall be governed by the law of the state on the basis of which the legal person is founded.

 (2) If a legal person is actually managed in Estonia or the main activities of the person are carried out in Estonia, the legal person shall be governed by Estonian law.

§ 15.  Scope of governing law

  On the basis of the law governing a legal person, the following, in particular, shall be determined:
 1) the legal nature of the legal person;
 2) foundation and termination of the legal person;
 3) the passive legal capacity of the legal person;
 4) the name or business name of the legal person;
 5) the bodies of the legal person;
 6) the internal relations of the legal person;
 7) liability for the debts of the legal person;
 8) legal representation of the legal person.

§ 16.  Restrictions on right of representation

  A legal person shall not rely on a restriction on the right of representation of a body of the legal person or a restriction on the passive legal capacity of the legal person if such restrictions are unknown in the law of the residence or place of business of the other party to the transaction. Such provision does not apply if the other party is aware of the restriction.

§ 17.  Other associations of persons and pools of assets

 (1) The provisions of this Part apply also to other organised associations of persons and pools of assets.

 (2) Contractual associations without an organisational structure shall be governed by the provisions of this Act concerning contracts.

Part 4 OBJECTS 

§ 18.  Law governing rights in rem

 (1) The creation and extinguishment of a right in rem shall be determined pursuant to the law of the state in which the thing was situated at the time of creation or extinguishment of the right in rem.

 (2) A right in rem shall not be exercised in conflict with the essential principles of the law of the state of location of the thing.

 (3) If a movable is taken into Estonia and the creation or extinguishment of the right in rem has not been completed abroad, the events which occurred abroad shall be deemed to have occurred in Estonia.

 (4) Claims which arise from damaging nuisances spreading from immovables shall be governed by § 50 of this Act.

§ 19.  Application of law of state of location of thing in event of legal succession

  If a right in rem is created or extinguishes by way of universal succession, in particular on the basis of family law or the law of succession, the law governing legal succession in general applies to such right in rem as a whole unless and in so far as the law of the state of location of the thing prescribes that the law of the state of location of the thing applies also in the case of universal succession.

§ 20.  Goods in transit

 (1) Creation and extinguishment of rights in rem in goods in transit on the basis of a transaction shall be governed by the law of the state of destination of the goods.

 (2) The parties may also agree to apply the law of the state of origin of the goods or the law governing the transaction.

 (3) Agreements concerning governing law shall not affect the rights of third parties in the goods.

§ 21.  Document accompanying goods

 (1) A document accompanying goods shall be governed by the law provided for in the document. If a document accompanying goods does not specify the governing law, the document shall be governed by the law of the state where the place of business of the issuer of the document is situated. A document accompanying goods in transit shall be governed by the law of the state of destination of the goods.

 (2) The law governing a document accompanying goods determines whether, for the purposes of acquisition of the goods, delivery of the document is equal to delivery of the goods. If for the purposes of acquisition of the goods delivery of the document accompanying goods is equal to delivery of the goods, the law governing the document applies also to the goods.

 (3) If a person relies on the validity of a right in rem on the basis of the law governing a document accompanying goods and another person does so on the basis of the law which would be applicable if the document accompanying goods had not been issued, the law which would be applicable if the document had not been issued applies.

§ 22.  Means of transport

 (1) Aircraft, watercraft and rail vehicles shall be governed by the law of their state of origin. The state of origin is:
 1) in the case of aircraft, the state of nationality;
 2) in the case of watercraft, the state of the place of registration, in the absence thereof, the state of the home port;
 3) in the case of rail vehicles, the state which has issued the permission to use the rail vehicle.

 (2) Rights of security and rights of retention arising from law which secure claims for compensation for damage caused by means of transport, or claims for compensation for the expenses made on a means of transport shall be governed by the law governing the secured claim. In the case of rights of security created on the basis of the laws of different states, the right of security which was created earlier shall have priority.

§ 23.  Intellectual property

  Intellectual property and the creation, content, extinguishment and protection thereof shall be governed by the law of the state for the territory of which protection of the property is applied for.

§ 231.  Registered security

 (1) Shares, debt obligations and other rights expressed in the form of an entry in a register (registered securities) shall be governed by the law of the state where the respective register is maintained.

 (2) If a person (custodian) holds a registered security for and at the account of another person in a register or on an account other than the one specified in subsection (1) of this section (respective register), the rights expressed by entries made in the respective register (security held via custodian) shall be governed by the law of the state where the respective register is kept on the security held via the custodian.

 (3) On the basis of the law governing registered securities and securities held via a custodian the following, in particular, shall be ascertained:
 1) the legal nature of the security;
 2) the substance, creation and termination of rights in rem with regard to the security;
 3) the consequences of disposal of the security for rights arising from the security;
 4) the conditions of exercising rights arising from the security;
 5) using the security as collateral, including the creation and exercise of the right of sale;
 6) the ranking of rights encumbering the security;
 7) the rights and duties of the custodian with regard to the security held by the custodian.
[RT I 2004, 37, 255 - entry into force 01.05.2004]

Part 5 RIGHT OF SUCCESSION 

§ 24.  Law governing succession

  Succession shall be governed by the law of the last state of residence of the bequeather.

§ 25.  Choice of law

  A person may make a disposition in their will or a succession contract that the law of the state of their citizenship applies to their estate. Such disposition shall be invalid if the person is no longer a citizen of the corresponding state at the moment of their death.

§ 26.  Scope of governing law

  The law governing succession shall determine, in particular, the following:
 1) the types and effect of testamentary dispositions;
 2) succession capacity and unworthiness to succeed;
 3) the extent of succession;
 4) the successors and the relationships between them;
 5) liability for the debts of the bequeather.

§ 27.  Law governing form of will

 (1) The Hague Convention of 1961 on the Conflicts of Laws Relating to the Form of Testamentary Dispositions (RT II 1998, 16/17, 28) applies to the form of a will.

 (2) The convention specified in subsection (1) of this section applies also to the form of succession contracts.

§ 28.  Capacity to make a will

 (1) A person may make, amend or revoke their will if the person has corresponding capacity according to the law of the state of their residence at the time of making, amendment or revocation of the will. If according to the law of such state the person does not have the capacity to make a will, they may make, amend or revoke their will if they are entitled thereto according to the law of the state of which the person is a citizen at the time of making, amendment or revocation of the will.

 (2) A change of residence or citizenship shall not restrict already acquired capacity to make a will.

 (3) The provisions of this section apply to the capacity of a person to enter into, amend or terminate a succession contract, respectively.

§ 29.  Succession contracts and reciprocal wills

 (1) Succession contracts shall be governed by the law of the state of residence of the bequeather at the time of entry into the contract or, in the case specified in § 25 of this Act, the law of the state of citizenship of the person. The governing law shall determine the admissibility, validity, content and binding force of a succession contract, and the consequences of the contract under the law of succession.

 (2) At the time of making a reciprocal will, the will shall be made in compliance with the laws of the states of residence of both testators or with the law of the state of residence of one of the spouses, jointly chosen by the testators.

Part 6 LAW OF OBLIGATIONS 

Chapter 1 GENERAL PROVISIONS OF LAW OF OBLIGATIONS AND CONTRACTS 

Division 1 General Provisions and Contracts 

§ 30.  Scope of application

  The provisions of this Division do not apply to memorandums of association of legal persons or to the personal liability of the bodies, shareholders or members of a legal person arising from law for the obligations of the legal person.

§ 31.  Provisions of general application in Estonian law

  The provisions of this Chapter shall not prejudice application of such provisions of Estonian law which are applicable regardless of the law governing contracts.

§ 32.  Choice of governing law

 (1) Contracts shall be governed by the law of the state agreed upon by the parties.

 (2) The parties may choose the law governing the whole contract or to a part thereof if the contract is divisible in such manner.

 (3) The fact that the parties have chosen foreign law to govern the contract, whether or not accompanied by the choice of foreign jurisdiction, shall not, where all the elements relevant to the contract at the time of the choice are connected with one state only, prejudice application of such rules of the law of the state which cannot be derogated from by contract (mandatory rules).

 (4) Any variation as to the law to be applied made after entry into the contract shall not prejudice the formal validity of the contract under § 37 of this Act nor affect the rights of third parties.

 (5) The provisions of §§ 36 and 37 of this Act apply to the material and formal validity of agreements concerning the choice of law.

§ 33.  Law applicable in absence of choice of law

 (1) If the law governing a contract has not been chosen pursuant to § 32 of this Act, the contract shall be governed by the law of the state with which the contract is most closely connected. If a contract is divisible and a part of the contract has independently a closer connection with another state, such part may be governed by the law of that other state.

 (2) A contract is presumed to be most closely connected with the state where the residence or the seat of the directing body of the party who is to perform the obligation characteristic of the contract is situated at the time of entry into the contract. If a contract is entered into in the course of the economic or professional activity of the party who is to perform the obligation characteristic of the contract, the contract is presumed to be most closely connected with the state where the principal place of business of such party is situated. If under the terms of a contract the obligation characteristic of the contract is to be performed in a place of business other than the principal place of business, the contract is presumed to be most closely connected with the state where such other place of business is situated.

 (3) Subsection (2) of this section does not apply if the obligation characteristic of the contract cannot be determined.

 (4) If the object of a contract is a right in rem in immovable property or a right to use immovable property, the contract is presumed to be most closely connected with the state where the immovable property is situated.

 (5) In the case of a contract of carriage, the contract is presumed to be most closely connected with the state where the principal place of business of the carrier is situated at the time of entry into the contract if the place of departure or destination or, in the case of a contract for carriage of goods, the principal place of business of the consignor or the place of loading or discharge is situated in the same state. The provisions concerning contracts for carriage of goods apply to all contracts the main purpose of which is the carriage of goods.

 (6) Subsections (2)–(5) of this section do not apply if it becomes evident from the circumstances as a whole that the contract is more closely connected with another state.

§ 34.  Consumer contracts

 (1) In the case of consumer contracts, a choice of law shall not have the result of depriving the consumer of the protection afforded to the consumer by the mandatory rules of their state of residence if:
 1) in the state of residence of the consumer, entry into the contract was preceded by a specific offer addressed to the consumer or by advertising, and the consumer has performed in such state all the acts necessary for entry into the contract;
 2) the other party or a representative thereof has received the consumer’s order in the state of residence of the consumer;
 3) the contract is for the sale of goods and the consumer has travelled from their state of residence to another state and there has given their order, provided that the consumer’s journey was arranged by the seller for the purpose of inducing the consumer to enter into the contract.

 (2) If the law applicable is not chosen pursuant to § 32 of this Act, the law of the state of residence of the consumer applies to consumer contracts entered into under the circumstances specified in subsection (1) of this section.

 (3) Subsections (1) and (2) of this section do not apply to contracts of carriage and contracts for the supply of services where the services are to be supplied to the consumer exclusively in a state other than their state of residence. Subsections (1) and (2) of this section apply to package travel contracts.

 (4) The law of the state of residence of the consumer applies to the form of a consumer contract entered into under the circumstances specified in subsection (1) of this section.

§ 35.  Employment contracts

 (1) In the case of an employment contract, a choice of law shall not have the result of depriving the employee of the protection afforded to the employee by the mandatory rules of the law of the state which would be applicable pursuant to subsection (2) of this section in the absence of a choice of law.

 (2) In the absence of a choice of law, an employment contract shall be governed by the law of the state where:
 1) the employee habitually carries out their work in the performance of the contract, even if the employee is temporarily employed in another state;
 2) the place of business through which the employee was engaged is situated, if the employee does not habitually carry out their work in any one state.

 (3) The provisions of subsection (2) of this section do not apply if it becomes evident from all the circumstances that the employment contract is more closely connected with another state. In such case, the law of such other state applies.

§ 36.  Substantive validity of contract

 (1) The validity of a contract, or of any provision of a contract, shall be determined on the basis of the law of the state which would be applicable if the contract or the provision were valid.

 (2) If it is evident from the circumstances that it would not be fair to apply the law specified in subsection (1) of this section to the consequences of the conduct of one of the parties, such party may rely on the law of the state of their residence to establish that they have not entered into the contract.

§ 37.  Formal validity of contract

 (1) A contract entered into by persons who are in different states shall be formally valid if it is entered into in compliance with the formal requirements of the law of one of such states or with the formal requirements of the law governing the contract.

 (2) If a contract is entered into through a representative, the state where the representative acts shall be the relevant state for the purposes of application of subsection (1) of this section.

 (3) A contract the object of which is a right in rem in immovable property or a right to use immovable property shall be formally valid if it is entered into in compliance with the formal requirements of the law of the state where the immovable property is situated.

§ 38.  Assignment of claim

 (1) In the case of assignment of a claim, the relationship between the assignor and the assignee shall be governed by the law of the state which governs the contract between the assignor and the assignee.

 (2) The law governing a claim to be assigned shall determine the assignability of the claim, the relationship between the assignee and the obligor, the preconditions under which the assignee may require performance of obligations from the obligor, and any question whether the obligor’s obligations have been performed.

 (3) This section applies also to pledging of claims.

§ 39.  Legal subrogation

 (1) If a third party is to satisfy a claim of an obligee, the law governing the obligation of the third party shall determine whether the third party is entitled to exercise against the obligor the rights which the obligee had against the obligor under the law governing their relationship.

 (2) Subsection (1) of this section applies also if several persons are subject to the same claim and one of them has satisfied the claim.

Division 2 Insurance Contracts 

§ 40.  Scope of application

  The provisions of this Division apply to insurance contracts which insure risks situated in the territory of Estonia or a member state of the European Union. The provisions of this Division do not apply to reinsurance contracts.

§ 41.  Location of insured risk

 (1) In the event of a non-life insurance contract, the state where the insured risk is situated is:
 1) the state where the property is situated, if the insurance relates to risks associated with immovable property, above all, with structures or constructions, or to risks associated with the contents of structures or constructions in so far as the contents are covered by the same contract;
 2) the state of registration, if the insurance relates to risks associated with vehicles to be entered in a register of Estonia or a member state of the European Union;
 3) the state where the policy holder has performed the acts necessary for entry into the contract, if the insurance relates to travel or holiday risks under an insurance contract of a duration of up to four months.

 (2) In the case of life insurance contracts, and non-life insurance contracts not specified in subsection (1) of this section, the state where the insured risk is situated is:
 1) the state of residence of the policy-holder if the policy-holder is a natural person;
 2) if the policy-holder is not a natural person, the state of the policy-holder’s place of business to which the contract relates.

§ 42.  Free choice of governing law

  A contract shall be governed by the law chosen by the parties if:
 1) the insured risk and the residence or the seat of the directing body of the policy-holder are situated in the same member state of the European Union which allows for free choice of the law;
 2) the insurance contract is entered into with an insurance company which does not engage in insurance activities in a state specified in § 40 of this Act neither itself nor through intermediaries;
 3) in the case of non-life insurance, the contract is an insurance contract specified in subsections 427 (2)–(4) of the Law of Obligations Act (RT I 2001, 81, 487);
 4) in the case of non-life insurance, the insurance relates to risks which are associated with the economic or professional activity of the policy-holder and are situated in different states specified § 40 of this Act and one of the insured risks is situated in a member state of the European Union which allows for free choice of the law.

§ 43.  Restrictions on choice of governing law in event of non-life insurance

 (1) If a non-life insurance contract is not entered into in compliance with the requirements specified in § 42 of this Act, the parties may still choose the following as the law governing the contract:
 1) the law of the state specified in § 40 of this Act in which the insured risk is situated:
 2) the law of the state where the residence or directing body of the policy-holder is situated.

 (2) If the states specified in subsection (1) of this section allow for the choice of any other law, the parties may take advantage of such choice.

 (3) If an insurance contract covers insured events which may occur in the state of location of the insured risk as well as in a state specified in § 40 of this Act, the parties may choose the law of the latter state.

§ 44.  Restrictions on choice of governing law in event of life insurance

 (1) If a life insurance contract is not entered into in compliance with the requirements specified in clause 42 1) of this Act, the parties may still choose the contract to be governed by the law of a state allowed by the law of the state where the insured risk is situated.

 (2) If the residence of a policy-holder who is a natural person is not situated in the state specified in § 40 of this Act which is the state of the person’s citizenship, the parties may choose the contract to be governed by the law of the state of the person’s citizenship.

§ 45.  Law applicable in absence of choice of law

 (1) If the parties to an insurance contract have not agreed on the law governing the contract and the residence or directing body of the policy-holder and the insured risk are situated in the territory of the same state, the law of such state applies.

 (2) If the parties to an insurance contract have not agreed upon the law governing the contract and the circumstances do not meet the requirements provided for in subsection (1) of this section, the contract shall be governed by the law of the state chosen pursuant to §§ 42 and 43 of this Act with which the contract is most closely connected. It is presumed that from among the states specified in § 40 of this Act the contract is most closely connected with the state in which the insured risk is situated. An independent part of the contract which has a closer connection with another state the law of which may be chosen pursuant to §§ 42 and 43 of this Act may be governed by the law of that other state.

 (3) A life insurance contract shall be governed by the law of the state where the insured risk is situated at the moment of entry into the contract. If the insured risk is situated in several different states, the third sentence of subsection (2) of this section applies, respectively.

§ 46.  Obligatory insurance

 (1) A contract of obligatory insurance shall be governed by the law of the state which prescribes the obligation to enter into the insurance contract.

 (2) If an insurance contract covers insured risks situated in more than one of the states specified in § 40 of this Act and at least one of those states prescribes obligatory insurance, the contract shall be deemed to consist of several contracts each relating to only one state.

 (3) An insurance contract is in compliance with the requirements for obligatory insurance if it is in compliance with the provisions governing obligatory insurance in the state which prescribes the obligatory insurance.

 (4) If, pursuant to the law of a state prescribing obligatory insurance, an insurer must notify the competent authority of expiry of insurance cover, the insurer can rely on the absence of insurance cover with regard to third parties only pursuant to the law of such state.

§ 47.  Application of general provisions

  Other aspects of insurance contracts shall be governed by the general provisions relating to the law governing contracts.

Chapter 2 NON-CONTRACTUAL OBLIGATIONS 

§ 48.  Scope of application

 (1) The provisions of this Chapter shall apply only insofar as not provided otherwise by Regulation (EC) No. 864/2007 of the European Parliament and of the Council on the law applicable to non-contractual obligations.

 (2) The injured party may exercise the right granted to them in Article 7 of the Regulation specified in subsection (1) of this section to opt for the application of the law of the state where the act constituting the basis for the damage was performed or where the event took place, only in the court of first instance until the end of the first court hearing or until the completion of the written preliminary procedure.
[RT I 2009, 59, 385 - entry into force 01.01.2010]

§ 481.  Unjust enrichment
[RT I 2009, 59, 385 - entry into force 01.01.2010]

 (1) Claims against unjust enrichment which arise from the performance of an obligation shall be governed by the law of the state which governs the actual or presumed legal relationship on the basis of which the obligation was performed.

 (2) Claims against unjust enrichment which arise from violation of a right of another person shall be governed by the law of the state in which the violation occurred.

 (3) In other cases, claims arising from unjust enrichment shall be governed by the law of the state in which unjust enrichment occurred.

§ 49.  Negotiorum gestio

 (1) A claim arising from negotiorum gestio shall be governed by the law of the state where the negotiorum gestor performed the act.

 (2) Claims arising from performance of the obligations of another person shall be governed by the law governing such obligation.

§ 50.  Unlawful causing of damage

 (1) Claims arising from unlawful causing of damage shall be governed by the law of the state where the act or event which forms the basis for causing the damage was performed or occurred.

 (2) If the consequences do not become evident in the state where the act or event which formed the basis for causing the damage was performed or occurred, the law of the state where the consequences of the act or event became evident shall be applied at the request of the injured party.

§ 51.  Direct right of claim against insurer

  An injured party may submit a claim directly against the insurer of the person required to compensate for damage if so prescribed by the law governing the compensation for damage or to the insurance contract.

§ 52.  Restrictions to application of foreign law

  If a claim arising from unlawful causing of damage is governed by foreign law, compensation ordered in Estonia shall not be significantly greater than the compensation prescribed for similar damage by Estonian law.

§ 53.  Closer connection

 (1) If a non-contractual obligation has a closer connection with the law of a state other than that which would be applicable pursuant to the provisions of this Chapter, the law of such other state applies.

 (2) A closer connection may arise, above all:
 1) from a legal relationship or factual connection between the parties;
 2) in the cases specified in subsections 48 (2) or (3) or § 49 or 50 of this Act, from the fact that at the time of occurrence of the event or performance of the act with legal effect, the residence of the parties is in the same state. In the case of a legal person, the location of the management board or the body substituting for the management board of the legal person or the place of business connected with the act or event shall be taken into consideration instead of the residence.

§ 54.  Choice of governing law

  The parties may agree on application of Estonian law after occurrence of the event or performance of the act from which a non-contractual obligation arose. A choice of law shall not affect the rights of third parties.

Part 7 FAMILY LAW 

Chapter 1 MARRIAGE 

§ 55.  Law governing procedure for contraction of marriage

 (1) If a marriage is contracted in Estonia, Estonian law applies to the procedure for the contraction of the marriage.

 (2) A marriage contracted in a foreign state is deemed to be valid in Estonia if it is contracted pursuant to the procedure for contraction of marriage provided by the law of the state where the marriage is contracted and the material prerequisites of the marriage are in compliance with the laws of the states of residence of both spouses.

§ 56.  Law governing prerequisites for contraction of marriage

 (1) The prerequisites of and hindrances to the contraction of a marriage and the consequences arising therefrom shall be governed by the law of the state of residence of the prospective spouses.

 (2) If a prerequisite does not exist for an Estonian citizen for contraction of marriage arising from the law of the state of their residence, Estonian law applies if pursuant to Estonian law the prerequisite for contraction of marriage would have existed.

 (3) A previous marriage of a prospective spouse shall not hinder contraction of a new marriage if the previous marriage has been terminated on the basis of a decision made or recognised in Estonia, even if such decision is not in accordance with the law of the state of residence of the prospective spouse.

§ 57.  General legal consequences of marriage

 (1) The general legal consequences of a marriage shall be determined by the law of the state where the common residence of the spouses is situated.

 (2) If the spouses reside in different states but have the same citizenship, the general legal consequences of the marriage shall be determined by the law of the state the citizens of which the spouses are.

 (3) If the spouses reside in different states and have different citizenship, the general legal consequences of the marriage shall be determined on the basis of the law of the state of their last common residence if one of the spouses still resides in such state.

 (4) If the law governing the general legal consequences of a marriage cannot be determined pursuant to subsections (1)–(3) of this section, the law of the state with which the spouses are otherwise most closely connected applies.

§ 58.  Law governing proprietary rights of spouses

 (1) The proprietary rights of the spouses shall be governed by the law chosen by the spouses. Regardless of the provisions of subsection 11 (2) of this Act, the spouses may choose the law of the state of residence or the state of citizenship of one of the spouses as the law governing their proprietary rights.

 (2) The fact of the choice of governing law shall be notarised. If the governing law is not chosen in Estonia, the choice of law is formally valid if the formal requirements prescribed for marital property contracts by the chosen law are complied with.

 (3) If the spouses have not chosen the governing law, the proprietary rights of the spouses shall be governed by the law applicable to the general legal consequences of the marriage (§ 57 of this Act) at the time of contraction of the marriage.

§ 59.  Protection of third parties

  If the residence of at least one of the spouses is in Estonia or at least one of the spouses engages in economic or professional activity in Estonia, the spouses can rely on proprietary rights other than those prescribed by Estonian law with regard to third parties only if the third party concerned was or should have been aware of such rights at the time of creation of the legal relationship.

§ 60.  Law governing divorce and nullity of marriage

 (1) A divorce shall be governed by such law as specified in § 57 of this Act, which is applicable at the time of commencement of the divorce procedure.

 (2) If a divorce is not permissible pursuant to the law as specified in § 57 of this Act or is permissible only under extremely strict conditions, Estonian law applies instead if one of the spouses resides in Estonia or has Estonian citizenship or resided in Estonia or had Estonian citizenship at the time of contraction of the marriage.

 (3) Nullity of a marriage shall be governed by the law as specified in § 56 of this Act.

§ 61.  Law governing maintenance obligations

  The Hague Convention of 2 October 1973 on the Law Applicable to Maintenance Obligations (RT II 1999, 24, 140) applies to maintenance obligations arising from family relationships.

Chapter 2 RELATIONSHIPS BETWEEN PARENT AND CHILD 

§ 62.  Filiation

 (1) Establishment and contestation of filiation shall be governed by the law of the state of residence of the child at the time of birth.

 (2) Filiation from a parent may be established and contested also pursuant to the law of the state of residence of the parent. A parent may recognise a child pursuant to the law of the state of residence of the parent.

 (3) A child may contest their filiation also pursuant to the law of the state in which the child resides at the time of contestation.

§ 63.  Adoption

 (1) Adoption shall be governed by the law of the state of residence of the adoptive parent. Adoption by spouses shall be governed by the law governing the general legal consequences of the marriage at the time of adoption.

 (2) If pursuant to the law of the state of residence of a child the consent of the child or another person in a family law relationship with the child is necessary for adoption, the law of the state of residence of the child applies to the consent.

 (3) In addition to the requirements provided for in subsections (1) and (2) of this section, all the other requirements for adoption arising from Estonian law shall be complied with in order to adopt a child whose residence is in Estonia.

§ 64.  Adoption in foreign state

  If adoption is governed by foreign law or if a child is adopted on the basis of a judgment of a foreign court, such adoption has the same effect in Estonia as pursuant to the law under which the child was adopted.

§ 65.  Relationships between child and parent

  Family law relationships between a parent and a child shall be governed by the law of the state of residence of the child.

§ 66.  Guardianship and curatorship

  The law of the state where guardianship or curatorship is established applies to the guardianship or curatorship.

Part 8 IMPLEMENTATION OF ACT 

§ 67.  Entry into force of Act

  This Act shall enter into force at the time provided for in the Act implementing this Act.

Issuer:Riigikogu
Type:act
In force from:01.01.2024
In force until: In force
Translation published:18.12.2023

Part 1 GENERAL PROVISIONS  

§ 1.  Scope of application of this Act

 (1) This Act applies in situations where a legal relationship has a link to the law of more than one State.

 (2) The provisions of this Act apply strictly insofar as has not been provided for otherwise by an international treaty or the following Regulations of the European Union:
 1) Regulation (EC) No 864/2007 of the European Parliament and of the Council on the law applicable to non-contractual obligations (Rome II) (OJ L 199, 31.07.2007, p. 40–49);
 2) Regulation (EC) No 593/2008 of the European Parliament and of the Council on the law applicable to contractual obligations (Rome I) (OJ L 177, 04.07.2008, p. 40–49);
 3) Council Regulation (EC) No 4/2009 on jurisdiction, applicable law, recognition and enforcement of decisions and cooperation in matters relating to maintenance obligations (OJ L 007, 10.01.2009, p. 1–79);
 4) Regulation (EU) No 650/2012 of the European Parliament and of the Council on jurisdiction, applicable law, recognition and enforcement of decisions and acceptance and enforcement of authentic instruments in matters of succession and on the creation of a European Certificate of Succession (OJ L 201, 27.07.2012, p. 107–134);
[RT I, 10.03.2016, 2 – entry into force 20.03.2016]
 5) Council Regulation (EU) No 1259/2010 implementing enhanced cooperation in the area of the law applicable to divorce and legal separation (OJ L 343, 29.12.2010, p. 10–16).
[RT I, 10.03.2016, 2 – entry into force 01.07.2016]

§ 2.  Application of foreign law

 (1) Where a statute, an international treaty, a European Union Regulation mentioned in subsection 2 of § 1 of this Act or a transaction prescribes the application of foreign law, the court applies such law regardless of whether or not a motion has been filed to apply it.

 (2) Where – under a statute, an international treaty, a European Union Regulation mentioned in subsection 2 of § 1 of this Act or a transaction – a person may choose the governing law, the person may exercise such a right until completion of the preliminary procedure or, in the written procedure, until expiry of the time limit for motions and applications.

 (3) The law of a foreign State is applied following the interpretation and application practice of that law in that State.
[RT I, 10.03.2016, 2 – entry into force 20.03.2016]

§ 3.  Multi-jurisdictional States

  Where a provision of this Act refers to the law of a multi-jurisdictional State, the law of the jurisdiction prescribed by the law of that State is applied. In the absence of relevant provisions in the law of the State, the law of the jurisdiction that has the closest connection to the circumstances of the legal relationship is applied.

§ 4.  Ascertaining the substance of foreign law

 (1) The substance of the foreign law to be applied is ascertained by the court dealing with the case. To accomplish this, the court has a right to require the parties to assist it.

 (2) The parties have a right to offer documents to the court to ascertain the substance of foreign law. The court is not required to follow the documents offered by the parties.

 (3) The court has a right to request the assistance of the Ministry of Justice or of the Ministry of Foreign Affairs of the Republic of Estonia and to use experts.

 (4) If the substance of foreign law cannot be ascertained within a reasonable period of time despite all efforts, Estonian law is applied.

§ 5.  Authority of administrative bodies and notaries when applying foreign law

  [RT I, 10.03.2016, 2 – entry into force 20.03.2016]
The provisions of this Act that apply to courts also apply to administrative bodies and notaries.
[RT I, 10.03.2016, 2 – entry into force 20.03.2016]

§ 6.  Renvoi

 (1) Where this Act prescribes the application of foreign law (forward renvoi), the rules of private international law of the corresponding State apply. Where those rules prescribe the application of Estonian law (reverse renvoi), the rules of Estonian substantive law apply.

 (2) Where foreign law prescribes the application of the law of a third State, the forward renvoi is disregarded.

 (3) Where the provisions of § 231, of §§ 55–60 in so far as these concern registered partnerships or of Subchapter 1 of Chapter 1 of Part 6 of this Act prescribe the application of foreign law, the rules of substantive law of the corresponding State are applied.
[RT I, 06.07.2023, 6 – entry into force 01.01.2024]

§ 7.  Public policy

  Foreign law is not applied if the result of its application would be manifestly contrary to essential principles of Estonian law (public policy). In such a situation, Estonian law is applied.

§ 8.  Transactions: requirements of form

  A transaction is formally valid if it complies with the requirements of form established by the law governing the transaction or the law of the State where the transaction was carried out.

§ 9.  Representation

 (1) The preconditions required for a transaction that was carried out by a representative to create rights or obligations for the principal vis-ą-vis a third party are governed by the law of the State in which the representative acted.

 (2) The law mentioned in subsection 1 of this section also governs the relationship between a third party and a representative who lacks the authority to represent the principal.

 (3) An authorisation to represent the principal for the purpose of disposing of a right in immovable property must conform to the requirements of form as provided by the law of the State of in which the property is situated.

Part 2 NATURAL PERSONS  

§ 10.  Natural persons: residence

  Estonian law is applied when determining where a natural person has their residence.

§ 11.  Natural persons: citizenship

 (1) The citizenship of a natural person is determined following the law of the State whose citizenship is to be decided on.

 (2) Where a natural person holds the citizenship of several States, the citizenship that is applied is that of the State with which the person has the closest connection – unless otherwise provided for by this Act.

 (3) Where this Act is to be applied to a stateless person, a person whose citizenship cannot be ascertained or to a refugee, the person’s residence – instead of their citizenship – is taken as the point of reference.

§ 12.  Natural persons: passive and active legal capacity

 (1) The law of the natural person’s State of residence is applied regarding the person’s passive and active legal capacity.

 (2) A change of residence does not limit active legal capacity once such capacity has been acquired.

 (3) Where a person carried out a transaction although under the law of the State of their residence the person did not possess active legal capacity or possessed limited active legal capacity, such a person may not rely on not possessing active legal capacity if the person would have possessed such capacity under the law of the State where they carried out the transaction. This does not apply if the other party knew or should have known that the person did not possess active legal capacity.

 (4) The provisions of subsection 3 of this section do not apply to transactions within the scope of family law or the law of succession, or to transactions concerning immovable property situated in other States.

§ 13.  Declaring a person legally dead

 (1) The prerequisites and consequences of declaring a person legally dead are governed by the law of the last known State of residence of the missing person.

 (2) If the law mentioned in subsection 1 of this section is foreign law, the missing person may be declared legally dead also in accordance with Estonian law, provided the interested party has a legitimate interest for obtaining the declaration.

Part 3 LEGAL PERSONS  

§ 14.  Law governing legal persons

 (1) The law to be applied to a legal person is the law of the State under which the person was founded.

 (2) Where actual management of the legal person or the person’s main activity takes place in Estonia, Estonian law is applied to the person.

§ 15.  Scope of governing law

  The law that is applied to the legal person is used, above all, to determine the following:
 1) the person’s legal nature;
 2) the person’s creation and termination;
 3) the person’s passive legal capacity;
 4) the person’s name or business name;
 5) the person’s bodies;
 6) the person’s internal relations;
 7) liability for the person’s debts;
 8) the person’s statutory representation;
 9) the legal nature of a holding or other similar right in the person and the principles of creating and exercising the holding or right.
[RT I, 26.06.2017, 1 – entry into force 06.07.2017]

§ 16.  Limitation of authority of representation

  A legal person may not rely on a limitation of the authority that its bodies have to represent it – or of its passive legal capacity – which is not recognised in the law of the residence or place of business of the other party to the transaction. This does not apply if the party knew of the limitation.

§ 17.  Other associations of persons and other pools of assets

 (1) The provisions of this Part also apply to other organised associations of persons and other pools of assets.

 (2) The provisions of this Act governing contracts are applied to contractual associations that do not possess an organisational structure.

Part 4 PROPERTY OBJECTS  

§ 18.  Law governing property rights

 (1) The creation and extinguishment of a property right is determined following the law of the State in which the property was situated at the time the right was created or extinguished.

 (2) A property right may not be exercised contrary to essential principles of the law of the State in which the property is situated.

 (3) Where the item of movable property arrives in Estonia and the creation or extinguishment of the property right has not been completed abroad, the events which occurred abroad are deemed to have occurred in Estonia.

 (4) Claims in nuisance are governed by § 50 of this Act.

§ 19.  Legal succession: application of the law of the State where the property is situated

  Where a property right is created or extinguished as a result of universal succession, in particular under family law or the law of succession, the law that is applied to the succession as a whole also applies to the right – unless and insofar as the law of the State where the property is located prescribes the application of the law of the State where the property is located also in situations of universal succession.

§ 20.  Goods in transit

 (1) Creation and extinguishment, by way of transaction, of property rights in goods in transit is governed by the law of the State of destination of the goods.

 (2) The parties may also agree on the application of the law of the State of origin of the goods or of the law governing the transaction.

 (3) Agreements concerning applicable law do not affect the rights of third parties concerning the goods.

§ 21.  Document concerning the goods

 (1) A document concerning the goods is governed by the law provided for by the document. Where the document does not specify the applicable law, the law that is applied is that of the State where the place of business of the issuer of the document is situated. A document that has been issued concerning goods in transit is governed by the law of the State of destination of the goods.

 (2) The law that is applied to the document concerning the goods determines whether, for the purposes of acquisition of the goods, delivery of the document holds a significance that is equivalent to delivery of the goods. Where, for those purposes, delivery of the document holds an equivalent significance to delivery of the goods, the law governing the document is also applied to the goods.

 (3) Where a person relies on the validity of a property right under the law governing the document concerning the goods and another person does so under the law which would be applicable if the document had not been issued, the law to be applied is that which would be applicable if the document had not been issued.

§ 22.  Means of transport

 (1) Aircraft, watercraft and rail vehicles are governed by the law of their State of origin. The State of origin is:
 1) in the case of aircraft, the State of nationality;
 2) in the case of watercraft, the State of the place of registration or, where the craft does not have a place of registration, the State of its home port;
 3) in the case of rail vehicles, the State which has issued the authorisation to use the vehicle.

 (2) Statutory security interests and rights of retention which secure claims for compensation for harm caused by a means of transport or claims for compensation for expenses incurred for such means are governed by the law applicable to the secured claim. Where security interests have been created under the laws of different States, the interest that was created earlier has priority.

§ 23.  Intellectual property

  Intellectual property and its creation, substance, extinguishment and protection are governed by the law of the State for whose territory protection of the property is applied for.

§ 231.  Registered security instrument

 (1) Shares, debt obligations and other rights expressed in the form of an entry in a register (registered security instruments) are governed by the law of the State where the register is kept.

 (2) Where a person (the intermediary) holds a registered security instrument for and on the account of another person in a register other than the one mentioned in subsection 1 of this section – or in an account – (hereinafter, ‘intermediated security instrument’), the right expressed in the register or in the account is governed by the law of the State where the register or account concerning the intermediated security instrument is kept.
[RT I, 26.06.2017, 1 – entry into force 06.07.2017]

 (3) The law applicable to the security instrument serves to determine, above all, the following:
 1) the legal nature of the right held by the holder of the instrument;
 2) the substance, creation and termination of the rights held by the holder concerning the instrument;
 3) the consequences, for the rights arising from the instrument, of disposing of the instrument;
 4) the requirements for exercising the rights arising from the instrument;
 5) the use of the security as collateral, including the creation and exercise of the right of sale;
 6) the rankings of any rights encumbering the security;
 7) the rights and duties of the intermediary with regard to the intermediated instrument.
[RT I, 26.06.2017, 1 – entry into force 06.07.2017]

 (4) The nature of a convertible bond or other similar right which is related to a holding in a legal person, and the principles of the creation and exercise of the right are governed by the provisions of § 14 of this Act.
[RT I, 26.06.2017, 1 – entry into force 06.07.2017]

Part 5 LAW OF SUCCESSION  

§ 24.  Law governing succession

  Succession is governed by the law of the decedent’s last State of residence.

§ 25.  Choice of law

  A person may, in their will or by inheritance contract, make provision for the application, to their estate, of the law of the State of their citizenship. The provision becomes ineffective if, by the time of their death, the person has lost their citizenship of that State.

§ 26.  Scope of governing law

  The law governing the succession determines, above all, the following:
 1) the types and effect of testamentary dispositions;
 2) capacity to inherit and unworthiness to inherit;
 3) the scope of the estate;
 4) the heirs or beneficiaries and the relationships between them;
 5) liability for the decedent’s debts.

§ 27.  Law governing the form of wills

 (1) The Hague Convention of 1961 on the Conflicts of Laws Relating to the Form of Testamentary Dispositions (RT II 1998, 16/17, 28) is applied to the form of wills.

 (2) The Convention mentioned in subsection 1 of this section is also applied to the form of inheritance contracts.

§ 28.  Testamentary capacity

 (1) A person may make, amend or revoke their will if the person possesses the corresponding capacity according to the law of the State of their residence at the time of making, amending or revoking the will. Where, under the law of that State, the person did not possess testamentary capacity, they may make, amend or revoke their will if they are allowed to do so according to the law of the State whose citizenship they hold at the time of making, amending or revoking the will.

 (2) A change of the person’s residence or citizenship does not limit the person’s testamentary capacity once such capacity has been acquired.

 (3) The provisions of this section apply, accordingly, to the person’s capacity to conclude, amend or terminate an inheritance contract.

§ 29.  Inheritance contracts and reciprocal wills

 (1) Inheritance contracts are governed by the law of the State in which the prospective decedent had their residence at the time they concluded the contract or, in a situation mentioned in § 25 of this Act, the law of the State of the prospective decedent’s citizenship. The governing law determines the contract’s permissibility, validity, substance, binding force and – for the purposes of the law of succession – its consequences.

 (2) A reciprocal will must, at the time it is made, comply with the law of the State of residence of both testators or with the law – jointly chosen by the testators – of the State of residence of one of the spouses.

Part 6 LAW OF OBLIGATIONS 

Chapter 1 GENERAL PROVISIONS OF THE LAW OF OBLIGATIONS; CONTRACTS  

Subchapter 1 General Provisions and Contracts  

§ 30.  Scope of application

  The provisions of this Subchapter do not apply to memorandums of association of legal persons or to the statutory personal liability, for the legal person’s obligations, of the person’s bodies, shareholders or members.

§ 31.  Provisions of general application in Estonian law

  The provisions of this Chapter do not affect the application of those provisions of Estonian law which must be applied irrespective of which law the contract is governed by.

§ 32.  Choice of governing law

 (1) Contracts are governed by the law of the State that has been agreed upon by the parties.

 (2) The parties may choose a governing law for the entire contract or for a part of the contract if the contract can be divided accordingly.

 (3) The fact that the parties have chosen foreign law as the law to govern the contract – whether or not they have chosen a foreign jurisdiction – does not, where all elements relevant to the contract at the time of the choice of law are connected with a single State, affect the application of those rules of the law of that State which cannot be derogated from by contract (mandatory rules).

 (4) Changing the governing law after conclusion of the contract does not affect the formal validity of the contract under § 37 of this Act, or the rights of third parties.

 (5) The material and formal validity of agreements concerning the choice of law is governed by the provisions of §§ 36 and 37 of this Act.

§ 33.  Law to be applied if the governing law has not been chosen

 (1) If the law to govern the contract has not been chosen according to § 32 of this Act, the contract is governed by the law of the State with which the contract has the closest connection. Where a contract can be divided into several parts and a part of the contract has an independent, closer connection with another State, the law of that State may be applied to the part.

 (2) A contract is presumed to have the closest connection with the State where – at the time of conclusion of the contract – the party who must perform the obligation characteristic of the contract has their residence or where the party’s managing body has its seat. Where the contract has been concluded as part of the economic or professional activity of the party who is to perform the characteristic obligation, the contract is presumed to have the closest connection with the State where the party’s principal place of business is situated. Where, under the terms of the contract, the characteristic obligation is to be performed in a place of business other than the principal one, the contract is presumed to have the closest connection with the State where the other place is situated.

 (3) Where the obligation characteristic of the contract cannot be determined, subsection 2 of this section is not applied.

 (4) Where the subject matter of the contract is a right in immovable property or a right to use such property, the contract is presumed to have the closest connection with the State where the property is situated.

 (5) In the case of a contract of carriage, the contract is presumed to have the closest connection with the State where, at the time of conclusion of the contract, the carrier has its principal place of business provided that the point of departure or destination or – for a contract for the carriage of goods, the consignor’s principal place of business or the place of loading or unloading – is situated in that State. The provisions concerning contracts for the carriage of goods are applied to all contracts that have such carriage as their main purpose.

 (6) Subsections 2–5 of this section are not applied where, in their entirety, the circumstances of the case show that the contract has a closer connection with another State.

§ 34.  Consumer contracts

 (1) In the case of consumer contracts, the choice of law must not have the result of depriving the consumer of the protection afforded to them by mandatory provisions of their State of residence if:
 1) in the State of the consumer’s residence, conclusion of the contract was preceded by a specific offer or advertisement addressed to the consumer, and the consumer has, in that State, performed the operations required for concluding the contract;
 2) the consumer’s contracting partner or a representative of that partner has taken the consumer’s order in the State of the consumer’s residence;
 3) the contract is for the sale of goods and the consumer has travelled from their State of residence to another State and has given their order in that State, provided that the consumer’s journey was arranged by the seller for the purpose of inducing the consumer to conclude the contract.

 (2) Where the governing law has not been chosen under § 32 of this Act, the law of the State of the consumer’s residence is applied to consumer contracts concluded under the circumstances set out in subsection 1 of this section.

 (3) Subsections 1 and 2 of this section are not applied to contracts of carriage and contracts for the supply of services, provided the services are supplied to the consumer exclusively outside their State of residence. Subsections 1 and 2 of this section are applied to contracts for package travel.

 (4) The law of the State of the consumer’s residence is applied to the form of a consumer contract concluded under the circumstances mentioned in subsection 1 of this section.

§ 35.  Employment contracts

 (1) In the case of an employment contract, the choice of law must not have the result of depriving the employee of the protection that they have been afforded by mandatory provisions of the law of the State which would be applicable under subsection 2 of this section in a situation where no choice of law has been made.

 (2) Where no choice of law has been made, the employment contract is governed by the law of the State where:
 1) the employee habitually carries out their work to perform the contract, even if they are temporarily working in another State;
 2) the place of business through which the employee was hired is situated, if the employee does not habitually work in any one State.

 (3) The provisions of subsection 2 of this section are not applied if, in their entirety, the circumstances show that the employment contract has a closer connection with another State. In such a situation, the law of the other State is applied.

§ 36.  Substantive validity of contracts

 (1) The validity of the contract or of any of its provisions is determined following the law of the State that would be applicable if the contract or the provision were valid.

 (2) Where, having regard to the circumstances, it would not be fair to apply the law mentioned in subsection 1 of this section to the consequences of the conduct of one of the parties, that party may, relying on the law of the State of their residence, argue that they have not concluded the contract.

§ 37.  Formal validity of contracts

 (1) Where persons located in different States conclude a contract, the contract is formally valid if it complies with the requirements of form established by the law of one of the States concerned or with such requirements as established by the law applicable to the contract.

 (2) Where the contract is concluded through a representative, the State where the representative is located is the State that determines the application of subsection 1 of this section.

 (3) A contract whose subject matter is a right in immovable property or a right to use such property is formally valid if it complies with the requirements of form established by the law of the State where the property is situated.

§ 38.  Assignment of claims

 (1) Where a claim is assigned, the law to be applied to the relationship between the assignor and assignee is the law of the State that governs the contract between them.

 (2) The law applicable to the claim to be assigned determines its assignability, the relationship between the assignee and the debtor, the prerequisites that serve as grounds on which the assignee may require the debtor to perform the obligation, as well as when the debtor is deemed to have performed the obligation.

 (3) This section is also applied to the granting of security interests in claims.

§ 39.  Statutory subrogation

 (1) Where a third party must satisfy a creditor’s claim, the law applicable to the third party’s obligation determines whether the party has a right to exercise, against the debtor, the rights which the creditor had against the debtor under the law applicable to their relationship.

 (2) Subsection 1 of this section is applied also where several persons must satisfy the same claim and one of them has done so.

Subchapter 2 Insurance Contracts  

§ 40.  Scope of application

  The provisions of this Subchapter apply to insurance contracts which insure risks located in the territory of Estonia or in a member State of the European Union. The provisions of this Subchapter do not apply to reinsurance contracts.

§ 41.  Location of insured risk

 (1) In the event of a non-life insurance contract, the State where the insured risk is located is:
 1) – where the insurance covers risks associated with immovable property, primarily with construction works or civil engineering works, as well as risks associated with any furnishings covered by the same contract – the State where the property is situated;
 2) – where the insurance covers risks associated with vehicles that are to be registered in Estonia or in a member State of the European Union – the State in which the vehicle must be registered;
 3) – where the insurance covers travel or holiday risks under an insurance contract for up to four months – the State where the policyholder performed the operations required to conclude the contract.

 (2) For life insurance contracts, as well as for non-life insurance contracts not mentioned in subsection 1 of this section, the State where the insured risk is located is:
 1) the State in which the individual policyholder has their residence;
 2) if the policyholder is not an individual, the State in which it has its place of business which is connected to the contract.

§ 42.  Free choice of governing law

  The law chosen by the parties is applied to the contract where:
 1) the risk insured against and the policyholder’s residence or the seat of the policyholder’s managing body are located in the same member State of the European Union, which allows the governing law to be chosen freely;
 2) the insurance contract is concluded with an insurance company which does not – either at first hand or through intermediaries – conduct insurance business in the State mentioned in § 40 of this Act;
 3) in the case of non-life insurance, the contract is an insurance contract mentioned in subsections 2–4 of § 427 of the Law of Obligations Act (RT I 2001, 81, 487);
 4) in the case of non-life insurance, the insurance covers risks which are associated with the policyholder’s economic or professional activities and are located in several States mentioned § 40 of this Act and one of the insured risks is located in a member State of the European Union which allows the governing law to be chosen freely.

§ 43.  Non-life insurance: restrictions on the choice of governing law

 (1) Where a non-life insurance contract does not meet the requirements mentioned in § 42 of this Act, the parties may still choose the following as the law governing the contract:
 1) the law of the State which is mentioned in § 40 of this Act and in which the insured risk is located:
 2) the law of the State in which the policyholder’s residence or managing body is situated.

 (2) Where the States mentioned in subsection 1 of this section allow a different governing law to be chosen, the parties may use that option.

 (3) Where an insurance contract extends to insured events which may occur in the State in which the insured risk is located as well as in another State mentioned in § 40 of this Act, the parties may choose the law of the latter State.

§ 44.  Life insurance: restrictions on the choice of governing law

 (1) Where a life insurance contract does not meet the requirements mentioned in clause 1 of § 42 of this Act, the parties may still choose – as the governing law – the law of a State which is allowed by the law of the State where the insured risk is located.

 (2) Where the individual policyholder’s residence is not in the State of their citizenship, which is a State mentioned in § 40 of this Act, the parties may choose the governing law to be that of the State of the individual’s citizenship.

§ 45.  Law to be applied if the governing law has not been chosen

 (1) If the parties have not agreed on the law to govern the contract and the policyholder’s residence or managing body and the insured risk are located in the territory of the same State, the law of that State is applied.

 (2) If the parties have not agreed on the law to govern the contract and the circumstances do not meet the requirements provided by subsection 1 of this section, the law to be applied to the contract is the law of the State which may be chosen under §§ 42 and 43 of this Act and with which the contract has a closer connection. It is presumed that the contract has a closer connection with the State which is mentioned in § 40 of this Act and in which the insured risk is located. In a contract, an independent part which has a closer connection with another State whose law may be chosen under §§ 42 and 43 of this Act may be governed by the law of that State.

 (3) A life insurance contract is governed by the law of the State where the insured risk is located at the time of the contract’s conclusion. Where the insured risk is located in several different States, the third sentence of subsection 2 of this section is applied accordingly.

§ 46.  Obligatory insurance

 (1) A contract of obligatory insurance is governed by the law of the State which prescribes the obligation to conclude the contract.

 (2) Where the insurance contract covers insured risks that are located in several States mentioned in § 40 of this Act and at least one of those States prescribes obligatory insurance, the contract is deemed to consist of several contracts each of which is connected to a single State.

 (3) An insurance contract meets the requirements for obligatory insurance if it complies with the provisions that apply to such insurance in the State which prescribes the insurance.

 (4) Where, under the law of the State that prescribes obligatory insurance, the insurer must notify the competent authority of the expiry of insurance cover, the insurer can rely on the absence of insurance cover with regard to third parties strictly under the law of that State.

§ 47.  Application of general provisions

  In any other respects, insurance contracts are subject to the general provisions of the governing law of contracts.

Chapter 2 NON-CONTRACTUAL OBLIGATIONS  

§ 48.  Scope of application

  [Repealed – RT I, 10.03.2016, 2 – entry into force 20.03.2016]

§ 481.  Unjust enrichment

  [RT I 2009, 59, 385 – entry into force 01.01.2010]

 (1) Claims founded on unjust enrichment that arose from the performance of an obligation are governed by the law of the State which governs the actual or presumed legal relationship under which the obligation was performed.

 (2) Claims founded on unjust enrichment that arose from violation of another person’s rights are governed by the law of the State in which the violation occurred.

 (3) In other situations, claims arising from unjust enrichment are governed by the law of the State in which the enrichment occurred.

§ 49.  Benevolent intervention (negotiorum gestio)

 (1) A claim arising from benevolent intervention is governed by the law of the State where the intervener performed the act.

 (2) A claim arising from performance of another person’s obligation is governed by the law that applies to the obligation.

§ 50.  Unlawful causing of harm

 (1) Claims arising from the unlawful causing of harm are governed by the law of the State where the act or event based on which the harm arose was performed or occurred.

 (2) If the consequences do not become evident in the State where the act or event which formed the basis that gave rise to the harm was performed or occurred, the law of the State where the consequences of the act or event became evident are applied at the request of the injured party.

§ 51.  Right to file the claim directly against the insurer

  The injured party may file their claim directly against the insurer of the person required to compensate for the harm – if the law governing such compensation or the insurance contract allows this.

§ 52.  Restrictions on application of foreign law

  Where a claim arising from the unlawful causing of harm is governed by foreign law, the compensation ordered in Estonia cannot be materially higher than what is prescribed in relation to such harm by Estonian law.

§ 53.  Closer connection

 (1) Where there is a closer connection between a non-contractual obligation and the law of a State than there is between the obligation and the law of the State which would be applicable to that obligation under the provisions of this Chapter, the law of the former State is applied.

 (2) A closer connection may, primarily, stem from:
 1) a legal relationship or factual connection between the parties;
 2) in situations mentioned in subsections 2 or 3 of § 481, in § 49 and § 50 of this Act, from the fact that at the time of occurrence of the event – or performance of the act – that has legal significance, the residence of the parties is in the same State. In the case of a legal person, instead of the residence, the seat of the person’s management board or of the body that replaces the management board – or the place of business connected with the act or event – is taken as the point of reference.
[RT I, 10.03.2016, 2 – entry into force 20.03.2016]

§ 54.  Choice of governing law

  The parties may agree on the application of Estonian law after the occurrence of the event or performance of the act that was the cause of the non-contractual obligation. The choice of law does not affect the rights of third parties.

Part 7 FAMILY LAW  

Chapter 1 MARRIAGE AND REGISTERED PARTNERSHIP 
[RT I, 06.07.2023, 6 – entry into force 01.01.2024]

§ 55.  Law governing rules for contracting marriage and marriages contracted or partnerships registered in a foreign State
[RT I, 06.07.2023, 6 – entry into force 01.01.2024]

 (1) When marriage is contracted in Estonia, Estonian law is applied to the rules governing the contracting of the marriage.

 (2) A marriage contracted in a foreign State is deemed valid in Estonia if it is contracted following the rules for the contracting of marriage provided by the law of the State where the marriage was contracted and, in terms of the substantive prerequisites for marriage, are in conformity with the laws of the States of residence of both spouses.

 (3) A partnership registered in a foreign State is deemed valid in Estonia if registration was effected according to the rules for registration of partnerships of the State of registration and, in terms of the substantive prerequisites, was in conformity with the law of the State in which the partnership was registered.
[RT I, 06.07.2023, 6 – entry into force 01.01.2024]

§ 56.  Law governing prerequisites for contracting a marriage and for registering a partnership
[RT I, 06.07.2023, 6 – entry into force 01.01.2024]

 (1) The prerequisites for and hindrances to the contracting of marriage and the consequences arising from marriage are governed by the law of the State of residence of the party contracting the marriage.

 (2) Where, for an Estonian citizen, a prerequisite for the contracting of marriage as provided for by the law of the State of their residence is not present, Estonian law is applied if under that law the prerequisites for contracting the marriage would be present.

 (3) Previous marriage of a party contracting the marriage does not preclude the contracting of a new marriage if the previous marriage has been terminated under a decision made or recognised in Estonia, even if the decision does not conform with the law of the State of the party’s residence.

 (4) The prerequisites for the registration of, and hindrances to entry into, partnership as well as the consequences arising from partnership are governed by the law of the State in which the partnership was registered.
[RT I, 06.07.2023, 6 – entry into force 01.01.2024]

§ 57.  General legal consequences of marriage and of registered partnership
[RT I, 06.07.2023, 6 – entry into force 01.01.2024]

 (1) The general legal consequences of marriage are determined by the law of the State where the the spouses have their joint residence.

 (2) If the spouses reside in different States but have the same citizenship, the general legal consequences of their marriage are determined by the law of the State whose citizenship the spouses hold.

 (3) If the spouses reside in different States and have different citizenship, the general legal consequences of their marriage are determined under the law of the State in which they last held a joint residence, provided one of the spouses still has their residence in that State.

 (4) If the law governing the general legal consequences of marriage cannot be determined following subsections 1–3 of this section, the law to be applied is the law of the State with which the spouses have what is otherwise the closest connection.

 (5) General legal consequences of registered partnership, with the exception of the registered partner’s right of access and the right to adopt – under conditions provided by § 15 of the Registered Partnership Act, are determined by the law of the State in which the partnership is registered.
[RT I, 06.07.2023, 6 – entry into force 01.01.2024]

 (6) Where particulars concerning a registered partnership are recorded in the registers of several States, general legal consequences of the partnership are subject to the law of the State that effected the last registration. The law of the State mentioned in the previous sentence is applied going forward from the time the particulars were registered.
[RT I, 06.07.2023, 6 – entry into force 01.01.2024]

§ 58.  Law governing pecuniary rights of spouses and registered partners
[RT I, 06.07.2023, 6 – entry into force 01.01.2024]

 (1) The spouses’ pecuniary rights are governed by the law that they have chosen. Regardless of the provisions of subsection 2 of § 11 of this Act, the spouses may choose, as the governing law, the law of the State of residence or of citizenship of one of the spouses.

 (2) The choice of governing law must be notarially authenticated. Where the governing law is not chosen in Estonia, compliance with the requirements of form prescribed by the chosen law for marital property contracts suffices for the choice to be formally valid.

 (3) If the spouses have not chosen governing law, their pecuniary rights are governed by the law applicable to the general legal consequences of the marriage (§ 57 of this Act) at the time of contraction of the marriage.

 (4) Pecuniary rights of registered partners are governed by the law that they have chosen. Registered partners may, observing the form prescribed by subsection 2 of this section, choose as the law governing those rights – provided that law recognises pecuniary rights that flow from registered partnership – the law of the State of residence of one of the partners, the law of the State of citizenship of one of the partners notwithstanding the provision of subsection 2 of § 11 of this Act, or the law of the State in which the partnership was registered.
[RT I, 06.07.2023, 6 – entry into force 01.01.2024]

 (5) Where registered partners have not chosen governing law, the partners’ pecuniary rights are governed by the law that, under § 57 of this Act, governs the general legal consequences of their partnership.
[RT I, 06.07.2023, 6 – entry into force 01.01.2024]

§ 59.  Protection of third parties

 (1) If the residence of at least one of the spouses is in Estonia or at least one of the spouses engages in economic or professional activity in Estonia, the spouses can – in respect of third parties – rely on pecuniary rights that differ from those prescribed by Estonian law only if the third party was or should have been aware of such rights at the time the legal relationship arose.

 (2) The provisions concerning marriage in subsection 1 of this section also apply to registered partnerships.
[RT I, 06.07.2023, 6 – entry into force 01.01.2024]

§ 60.  Law governing divorce and nullity of marriage and termination and nullity of registered partnership
[RT I, 06.07.2023, 6 – entry into force 01.01.2024]

 (1) Divorce is governed by the law mentioned in § 57 of this Act as applicable at the time of commencement of divorce proceedings.

 (2) Where divorce is not allowed under the law mentioned in § 57 of this Act or is allowed only under very strict conditions, Estonian law is applied in its stead if one of the spouses resides in Estonia or holds Estonian citizenship or resided in Estonia or held Estonian citizenship at the time of contracting the marriage.

 (3) Nullity of marriage is governed by the law mentioned in § 56 of this Act.

 (4) The provisions concerning marriage in subsections 1–3 of this section also apply to registered partnerships.
[RT I, 06.07.2023, 6 – entry into force 01.01.2024]

§ 61.  Law governing maintenance obligations

  The Hague Protocol of 23 November 2007 on the Law Applicable to Maintenance Obligations (OJ L 331, 16.12.2009, pp. 17–23) is applied to maintenance obligations arising from family relationships.
[RT I, 10.11.2022, 1 – entry into force 20.11.2022]

Chapter 2 RELATIONSHIPS BETWEEN PARENT AND CHILD  

§ 62.  Filiation

 (1) The establishing and contesting of filiation is governed by the law of the State of the child’s residence at their time of birth.

 (2) Filiation from a parent may be established and contested also in accordance with the law of the parent’s State of residence. A parent may recognise a child in accordance with the law of the State of the parent’s residence.

 (3) A child may contest their filiation also pursuant to the law of the State in which the child resides at the time of contestation.

§ 63.  Adoption

 (1) Adoption is governed by the law of the State of residence of the adoptive parent. Adoption by spouses is governed by the law that governs the general legal consequences of marriage at the time of adoption.

 (2) Where, under the law of the State of residence of the child, adoption requires the consent of the child or of another person who has a family law relationship with the child, such consent is governed by the law of the State of the child’s residence.

 (3) In addition to the requirements provided by subsections 1 and 2 of this section, all the other requirements for adoption arising from Estonian law must be complied with in order to adopt a child whose residence is in Estonia.

§ 64.  Adoption in a foreign State

  Where foreign law is applied to the adoption or where the child has been adopted under a judgment of a foreign court, the adoption has the same effect in Estonia as it does according to the law under which the child was adopted.

§ 65.  Relationships between child and parent

  Family law relationships between a parent and a child are governed by the law of the State of the child’s residence.

§ 66.  Legal guardianship of persons or of property

  Legal guardianship of a person or of property is governed by the law of the State where it was established.

Part 8 IMPLEMENTATION OF THIS ACT  

§ 67.  Entry into force of this Act

  This Act enters into force at the time provided by the law by which it is implemented.

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