Introduction In Dutch commercial legal practice, contracting parties frequently act as representatives of a company. Generally, this representation is unproblematic, but intermediaries sometimes exceed their authority or act as representatives without the required authorization. The general principle in Dutch law is that unauthorized representatives cannot bind parties. However, this can vary under certain circumstances. Legal proceedings on the merits of … Read more

Introduction Under Dutch law, a general principle is that contracting parties conclude agreements in their own name, i.e. they conclude agreements for themselves. However, in Dutch commercial legal practice, contracting parties frequently act as representatives of a company. In the latter situation, confusion often arises as to whether a party has acted in his/her own name, or alternatively in his/her … Read more

Introduction The Dutch Civil Code provides for several nominate contracts, for example: contractor agreements, purchase agreements, lease contracts, agency agreements and employment contracts. For these nominate contracts, the Dutch legislator has formulated specific legal rules in the Dutch Civil Code. In some cases, these legal rules are mandatory; i.e. the contracting parties cannot derogate from these legal rules. The purpose … Read more

Introduction In Dutch legal practice, contracting parties often agree on exoneration clauses in commercial contracts in which liability for indirect damage is excluded. However, the term indirect damage does not exist in the Dutch Civil Code, and in the Dutch language there is no generally accepted meaning for indirect damage. Conflicts therefore quite frequently arise between contracting parties in relation … Read more

Introduction Under Dutch law, the general principle is that contracts only have legal effects for the contracting parties themselves. In principle, contracts have no legal effects for third parties. If contracting parties agree on exoneration clauses in commercial contracts, the exoneration clauses will thus only have legal effects between those parties. Based on settled case law and pursuant to Dutch … Read more

Introduction In Dutch legal practice, contracting parties often agree on exoneration clauses in commercial contracts.  Exoneration clauses limit or exclude the debtor’s liability. In most cases, it is not possible to conclude an agreement without exoneration clauses, as commercial transactions often result in a high risk. Under certain circumstances, however, exoneration clauses may be unreasonable to the other party to … Read more

Introduction In the pre-contractual phase, Dutch professional contracting parties often negotiate a financing arrangement clause or a “subject to finance” clause.  A subject to finance clause provides a condition under which an agreement will be concluded (totstandkomingsvoorwaarde), a suspensive condition (opschortende voorwaarde) or a resolutive condition (ontbindende voorwaarde). This depends on the wording of the clause and the circumstances of … Read more

Introduction In Dutch legal practice, one of the most common conditions is the reservation of approval or the “subject to approval” clause. A “subject to approval” clause provides a condition under which an agreement will be concluded (totstandkomingsvoorwaarde), a suspensive condition (opschortende voorwaarde) or a resolutive condition (ontbindende voorwaarde). This depends on the wording of the clause and the circumstances … Read more

Introduction In the pre-contractual phase, professional contracting parties often negotiate under one or more conditions. Several different conditions are common in (commercial) legal practice: “subject to signature”, “subject to approval” and “subject to finance.” By negotiating on a “subject to signature” clause, Dutch parties agree to be bound exclusively by a written and signed contract (contrary to art. 6:217 DCC).  … Read more