Part 1: The judgment on Stuttgart 21 as a textbook case in contract law

In a ruling dated May 7, 2024 (case no. 13 K 9542/16), the Stuttgart Administrative Court dismissed Deutsche Bahn’s claim for cost sharing by the project partners in the Stuttgart 21 project. The Administrative Court of Baden-Württemberg rejected the application for leave to appeal in its ruling dated August 1, 2025 (case no. 14 S 1737/24). The ruling is therefore legally binding. The dispute concerns a public law financing agreement with a volume in the double-digit billion range. At the center of the legal dispute is a single clause: the so-called “speech clause”.

This reads:

“In the event of further cost increases, the EIU and the state will enter into talks.”

Deutsche Bahn had argued that an obligation to subsequently increase the financing contributions could be derived from this regulation. The courts have clearly denied this.

The decision of the VG Stuttgart and its explicit confirmation by the VGH Baden-Württemberg can be considered an exemplary case for the systematic interpretation of contracts. They show how wording, systematics, drafting history and purpose interact – and what consequences unclear or strategically open regulations can have.

1. wording of the speech clause

In the event of further cost overruns, the clause merely regulates the obligation to enter into discussions. No material claim to cost sharing can be derived from the mere requirement to hold discussions. The term “discussions” is too unspecific in legal terms to justify legal obligations in the form of additional payments.

2. systematics of the contract

The speech clause follows a graduated and quantified financing regulation. This structure suggests that a substantive obligation ends with the last quantified contribution and is replaced by a procedural clause that has no legal consequences beyond the communication obligation. The lack of a distribution key shows that no further obligation to pay was deliberately intended.

3. historical interpretation

The clause was created after several draft versions in which – partly on the initiative of the railroads – an explicit rejection of automatic additional payments was envisaged. The development shows: The parties did not want a binding regulation of further contributions.

4. teleological interpretation

The purpose of the speech clause was not to establish an obligation to continue the project or to co-finance it, but at most to create a basis for discussion for amicable solutions. An obligation to reach an agreement or to pay cannot be derived from this.

5. no supplementary interpretation of the contract

There is no gap in the contract that could be closed by an amendment. The clearly staggered financing up to a maximum amount and the waiver of automatic updating were an expression of deliberate risk limitation.

6. no interference with the basis of the transaction

The principle of frustration of contract did not help Deutsche Bahn either. The parties had expressly agreed that in the event of additional costs, payment would only be made in writing, not automatically.