Case C-604/26, Universitetska Parva MBAL-Sofia – the penalty that grows as the debt shrinks
Training a specialist doctor is expensive, and hospitals that pay for it want to keep the doctor. A Sofia court asks how far a contract may go in making leaving unaffordable — and whether the answer comes from free movement law, consumer law, or the prohibition of forced labour.
Facts
Universitetska Parva MBAL – Sofia ‘Sv. Yoan Krastitel’ EAD is suing I.S.S. before the Sofiyski rayonen sad. The hospital — a single-shareholder company which, besides treating patients, teaches and trains medical professionals — concluded a vocational upskilling contract with the defendant, a trainee doctor working towards a specialist qualification. The contract required the doctor to remain with the hospital for five years after obtaining the qualification. On leaving earlier, the doctor must repay the whole cost of the training, pay a contractual penalty equal to two months’ salary, and pay statutory interest on both. The referring court notes that the trainee provided services to the hospital during and after the training, using the skills acquired; that the penalty’s amount was not fixed or calculable when the contract was signed; and that, because it is measured against future remuneration, the sum owed rises as the outstanding period shortens. Eight questions have been referred.
Questions Referred
1. Must Article 45 TFEU be interpreted as meaning that a contractual term in a vocational upskilling contract which requires a person undergoing upskilling (a trainee specialised doctor) who terminates his or her employment before the expiry of a certain period of time following acquisition of a specialist medical qualification to reimburse the training costs and pay a contractual penalty constitutes a restriction on freedom of movement for workers where the mechanism provided for could discourage that worker from taking up employment in another Member State?
2. Must Article 45 TFEU be interpreted as meaning that the term ‘worker’ includes those who provide services in the context of a vocational upskilling contract concluded between a medical institution and a person undergoing upskilling (a trainee specialised doctor)?
3. Must Article 45 TFEU, read in conjunction with Articles 15, 31 and 5 of the Charter of Fundamental Rights of the European Union, be interpreted as precluding case-law which upholds the validity of a liability clause under which the doctor, in the event of non-performance of his or her obligation to continue working for the employer for five years following his or her acquisition of the specialist medical qualification, is required to reimburse all training costs and to pay a contractual penalty equal to two months’ salary, plus statutory interest accrued on those amounts, if such a term (a) may constitute a restriction on freedom of movement for workers; (b) could affect the right to freely choose and pursue an occupation; (c) could subject the person concerned to disadvantageous and disproportionate working conditions; and/or (d) could constitute an element of coercion, which would be incompatible with the prohibition of forced labour?
4. Must the term ‘consumer’ in Article 2(b) of Council Directive 93/13/EEC of 5 April 1993 on unfair terms in consumer contracts be interpreted as meaning that a person undergoing upskilling (a trainee specialised doctor) who has concluded a vocational upskilling contract with a medical institution (which is a single person joint-stock company which, in addition to providing medical services, also engages in teaching and research and provides vocational training for students and postgraduate programmes for medical professionals), and who was not practising the specialism in question on a professional basis when the contract was concluded, must be considered a consumer[?]
5. Must Articles 3, 6(1) and 7(1) of Directive 93/13 be interpreted as precluding national case-law according to which a term in a vocational upskilling contract concluded between a medical institution and a person undergoing upskilling (a trainee specialised doctor) which, in the event of termination of employment before expiry of the five-year period following acquisition of the specialist medical qualification, provides for an obligation to pay (a) all the training costs, bearing in mind that the trainee specialised doctor provided services during and after the training programme on the basis of the knowledge and skills acquired, (b) a contractual penalty equal to two months’ salary and (c) statutory interest accrued on those amounts if the national court concludes that the contractual penalty is cumulative may only be reduced by the national court rather than being disapplied in its entirety vis-à-vis the consumer?
6. Must Article 3(1) of Directive 93/13, read in conjunction with Articles 4(1) and 5 thereof, be interpreted as meaning that an agreement in a contract between a medical institution and a consumer who is a person undergoing upskilling (a trainee specialised doctor) under which (a) when the contract is concluded, the specific or maximum amount of the penalty due in the event of non-performance is not established and the consumer is unable to ascertain or calculate it by clear and comprehensible means, (b) a penalty is provided for in an amount determined in proportion to the trainee specialised doctor’s future remuneration and (c) the amount of the contractual penalty increases as the time between non-performance and the end of the agreed term decreases – that is to say, when a smaller proportion of the obligation has yet to be performed, the contractual penalty rises rather than reducing in line with the remaining term – constitutes an ‘unfair term’?
7. Must the criteria for assessing whether a contractual term is unfair and whether it infringes the principles of deterrence and effectiveness which the Court of Justice of the European Union has established in its case-law on consumer protection relating to the interpretation of Directive 93/13 be applied when examining terms concerning the liability of a person undergoing upskilling pursuant to a contract concerning vocational upskilling and the acquisition of a specialist medical qualification[?]
8. If Questions 4, 5, 6 and 7 above are answered in the negative, must the criteria for assessing whether a contractual term is unfair and whether it infringes the principles of deterrence and effectiveness which the Court of Justice has established in its case-law on consumer protection relating to the interpretation of Directive 93/13 likewise be applied when examining the effectiveness of the term concerning the liability of a person undergoing upskilling pursuant to a contract concerning vocational upskilling and the acquisition of a specialist medical qualification[?]
Sources
OJ notice C/2026/4483 (EUR‑Lex) · Case file on CURIA · Directive 93/13/EEC
Comment
The reference is built as a set of alternatives, and the referring court has been careful to leave itself covered whichever way each one falls. If the trainee is a worker, Article 45 TFEU applies. If the trainee is a consumer, Directive 93/13 applies. If neither label fits, question 8 asks whether the unfairness criteria can be borrowed anyway. That is a court that expects the characterisation to be contested.
Question 2 should not detain the Court long. Since Case 66/85, Lawrie-Blum (ECLI:EU:C:1986:284) a worker is anyone who performs services for and under the direction of another in return for remuneration, and the fact that the work is also training has never been enough to take a person outside that definition. A trainee doctor treating patients on a hospital rota, paid a salary, is doing exactly that — and the referring court’s own observation that the trainee “provided services during and after the training programme” makes the point.
Question 4 is much harder, and it is where the reference is genuinely novel. Directive 93/13 protects a natural person acting outside their trade, business or profession. A doctor training to become a specialist doctor is not an easy fit: the contract is manifestly about the person’s profession. The referring court’s answer is that the defendant “was not practising the specialism in question on a professional basis when the contract was concluded” — one is not yet a cardiologist while training to be one. Whether that timing argument survives is doubtful, but the consequences of the answer are large, because the two regimes offer very different remedies. Under question 5 the difference is stark: national case-law lets the court moderate an excessive penalty, whereas Article 6(1) of Directive 93/13, as the Court has consistently read it, requires an unfair term to be struck out rather than trimmed to a permissible size. A judge who may only reduce the number preserves the deterrent for the drafter; a judge who must delete the clause removes it.
Question 6(c) describes the feature that is hardest to defend on any reading. The penalty is calculated so that it increases as the remaining tie-in period shrinks — the doctor who leaves after four and a half years pays more than the one who leaves after one. A clause compensating an employer for unrecouped training would do the opposite, tapering as the investment is worked off. A clause that rises as the debt falls is not compensating for anything; it is pricing the exit, and pricing it highest at the moment the employee is closest to freedom. Coupled with limb (a) — that the maximum was neither fixed nor calculable when the contract was signed — it is difficult to see what legitimate function the escalation performs.
That leaves the Article 5 Charter limb in question 3(d), which is the boldest thing in the reference and the least likely to be answered. Forced labour, in the Strasbourg jurisprudence the Charter tracks, requires work exacted under menace of a penalty and not offered voluntarily. A freely signed contract with a financial consequence is a long way from that, and the Court will probably not need to reach it, since the free-movement and unfair-terms limbs can dispose of the case. But the question does identify what a tie-in ultimately is: a mechanism whose whole purpose is to make leaving cost more than staying. The referring court is asking where on that spectrum the law stops calling it a contract.