Contracting in the Netherlands
A clear and solid contract can make the different between successful business dealings and court proceedings because of misunderstanding and disagreements.
Under Dutch contract law, the principles of reasonableness and fairness have overriding effect.
Article 6:2 of the Dutch Civil Code (DCC) provides that parties to an obligation should behave according to what is reasonable and fair. Furthermore, this article states that a rule binding upon such party by virtue of law, usage or a legal act does not apply in so far as this would be unacceptable according to the standards of reasonableness and fairness, given the circumstances. Article 6:2 DCC reads:
1. The creditor and debtor must behave themselves towards each other in accordance with the standards of reasonableness and fairness.
2. A rule in force between a creditor and his debtor by virtue of law, common practice or a juridical act does not apply as far as this would be unacceptable, in the circumstances, by standards of reasonableness and fairness.
The principles of reasonableness and fairness are also codified in Article 6:248 DCC. A judge is allowed to set aside a contractual provision if, given the circumstances, applying this rule would be unacceptable to standards of reasonableness and fairness. This does not happen all that often, but one should always observe the principles of reasonableness and fairness when drafting a contract subject to Netherlands law.
We advise our clients often in the negotiating phase and draft all kinds of contracts, such as:
- Letters of Intent
- Non Disclosure Agreements
- General Terms and Conditions
- Distribution Agreements
- Agency Agreements
- Cooperation Agreements
- Purchase and Sales Agreements
- Labor Agreements
In case of cross borders’ businesses, more complex legal issues will be involved, such as the applicable law, the choice of forum, taking into account the enforceability of judgments. Our attorneys have wide experience in national and international court and arbitration procedures. In case of cross border litigation, we cooperate with trustful and reputable lawyers within our network to ensure our clients’ best interests.
Do you have a specific need that’s not mentioned on our website? Contact us today with your details and we’ll match you up with one of our attorneys. We’ve handled many different business tasks over the years and are happy to help with yours.