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Contract law
Contract law lawyer in Tilburg
A good contract prevents most disputes. I draft them, review them, and litigate when things go wrong anyway. For companies and individuals in Tilburg and the surrounding area, and for foreign companies contracting with Dutch counterparties.
Where disputes usually come from
The causes are strikingly consistent. Poorly prepared, substantively weak or incomplete agreements. Disagreement about the linguistic interpretation of a clause, where one party reads something entirely different from the other. And contracts entered into too lightly, on the assumption that the counterparty can be trusted and that contracts stay in the drawer anyway.
What matters most is that agreements are recorded in clear, comprehensible language. That sounds obvious and in practice rarely is.
Two things foreign companies get wrong under Dutch law
General terms and conditions. Under Dutch law it is not enough to refer to terms on a website. They must be handed over before or at the moment the contract is concluded, and for electronic contracting the other party must be able to store them. If that has not happened, individual clauses can be annulled, including your limitation of liability. Companies usually discover this at the worst possible moment.
Notice of default. Dutch law generally requires a written notice giving a reasonable period to perform before the counterparty is in default. Without default there is usually no right to damages or to dissolve the contract. Skipping this step is the single most common mistake in contract disputes.
Contracts I work with
Trade and supply
Sale and purchase agreements, supply arrangements and service agreements. Including the general terms and conditions that should sit underneath them.
Working together
Shareholders agreements, partnership contracts and intermediary agreements. Recording what happens when it goes wrong, before it goes wrong.
Money and security
Loan agreements, guarantees and security rights. Where your exposure sits and what you can negotiate.
Parting ways
Termination and settlement agreements. Closing a dispute properly often saves a set of proceedings.
Frequently asked questions
Are my general terms valid if they are on my website?
Not automatically. Under Dutch law you must make the terms available before or at the moment the contract is concluded, and for electronic contracting the other party must be able to store them. A reference to a website is often insufficient, which allows individual clauses to be annulled.
My counterparty is not performing. What is the first step?
Usually a notice of default: a written demand with a reasonable period to perform. Without it there is in many cases no default, and without default no right to damages or dissolution. It is the most frequently skipped step in contract disputes.
What if the contract can be read two ways?
The literal wording is not the only factor. The Dutch court looks at what the parties could reasonably expect of each other, taking account of the circumstances in which the contract was concluded. Correspondence from the negotiation stage can therefore be decisive. Keep it.
Can I simply terminate an ongoing agreement?
With a continuing agreement for an indefinite term and no termination clause, termination is in principle possible, but the standards of reasonableness and fairness may require a notice period or even compensation. The longer the relationship lasted and the more dependent the other party was, the heavier those requirements.
Which law applies to my cross border contract?
That depends on what the contract says and, absent a choice, on European conflict of law rules. A choice of Dutch law with a Dutch forum clause is often sensible when your counterparty is Dutch, because enforcement then runs without an intermediate step. I will look at this with you before you sign.
Need a contract drafted or reviewed?
The first conversation of up to one hour costs you nothing and commits you to nothing.