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Under Dutch law, a court cannot replace an agreed notice period with a longer one only because the business relationship has grown. That is the core of the Dutch Supreme Court judgment in DPD/Get Moving (HR 16 May 2025, ECLI:NL:HR:2025:763). The terminated party can, however, still be entitled to compensation.
This page discusses the judgment for foreign companies that have a long-term contract with a Dutch party and want to know how much weight a contractual notice clause carries, whether they are terminating or being terminated. For the full framework on ending long-term agreements, see our main page on terminating a long-term business agreement under Dutch law.
What did the Dutch Supreme Court decide in DPD/Get Moving?
The Hoge Raad quashed a judgment that had replaced a one-month contractual notice period with periods of three and two months. A contractual provision cannot be set aside on the basis of the supplementing effect of reasonableness and fairness alone.
The court repeated its general rule: an agreement for a long term that contains a termination clause is in principle terminable on the terms of that clause. Where the law and the contract leave room, reasonableness and fairness can attach further requirements to the notice, such as a weighty reason, a certain notice period or an offer of compensation (Article 6:248(1) Dutch Civil Code). Relying on a right to terminate can also be unacceptable by standards of reasonableness and fairness (Article 6:248(2)) (para. 3.2).
The court of appeal had not examined whether DPD’s reliance on the one-month period was unacceptable. Instead, it had filled a “gap” in the contract on the basis of changed circumstances. That approach was wrong in law (para. 3.4). The Hoge Raad referred the case to the Arnhem-Leeuwarden Court of Appeal for a new decision.
What were the facts of the case?
DPD, a parcel delivery company, ended its framework agreements with two transport companies with the contractual notice period of one month, after years of growing cooperation. The transport companies claimed damages for, among other things, wage costs and redundancy payments.
Get Moving had carried parcels for DPD since 2008, Bosch Transport since 2011. Their last agreements, from December 2012 and January 2013, ran for one year with tacit annual renewal. Either party could terminate in writing, at the end of a month, with one month’s notice. On 28 November 2018, DPD terminated both agreements with effect from 1 January 2019 (para. 2.2).
The district court dismissed the claims. The ‘s-Hertogenbosch Court of Appeal (ECLI:NL:GHSHE:2024:73) ruled otherwise. Given the substantial expansion of the cooperation, the parties should have adapted the termination clause, so the contract contained a gap. Filling that gap, the court held a notice period of three months reasonable for Get Moving and two months for Bosch Transport, found that DPD had failed to perform and referred the parties to separate proceedings to assess the damages (para. 2.4).
Why can a court not simply extend a contractual notice period?
Because Dutch law offers two specific routes to deviate from a contract term, and the court of appeal used neither. Under the statutory system of Articles 6:248 and 6:258 Dutch Civil Code, a contract term cannot be “switched off” through the supplementing effect alone.
Reasonableness and fairness work in two directions. The supplementing effect (Article 6:248(1)) adds obligations to a contract, for example where the contract says nothing. The limiting effect (Article 6:248(2)) sets aside a rule that applies between the parties, but only as far as applying it would be unacceptable by standards of reasonableness and fairness. That is a high threshold, and the court must test it explicitly.
Changed circumstances have their own route: on the claim of a party, a court can amend the effects of a contract or rescind it because of unforeseen circumstances of such a nature that the other party, by standards of reasonableness and fairness, may not expect the contract to be maintained unchanged, unless those circumstances are for the account of the party relying on them (Article 6:258(1)). The court of appeal had in effect replaced the agreed period because the circumstances had changed, without applying either test (para. 3.4). More on that route can be found on our page on unforeseen circumstances under Dutch law.
What can the terminated party still claim after this judgment?
Compensation. The supplementing effect of reasonableness and fairness can oblige the party that uses a contractual termination right to offer compensation, and in assessing it, a longer notice period actually granted can count.
The Hoge Raad made that distinction explicitly (para. 3.4). If a party terminates on the contractual term without offering compensation while it should have, the amount is set by what reasonableness and fairness require in the circumstances. It is not calculated as damages for breach of contract, by comparing the actual situation with the situation had the contract been performed with a longer period. That was the method the court of appeal had used.
In November 2024, in a franchise case, the court had already held that a notice without the compensation offer that reasonableness and fairness required is as a rule still valid. The missing offer can count when the compensation is set, and a longer notice period than agreed does not by itself exclude a claim (HR 29 November 2024, ECLI:NL:HR:2024:1709, paras. 3.3 and 4.2). A terminated party can also argue that relying on the clause is unacceptable under Article 6:248(2); the court of appeal to which the DPD case was referred can examine that.
What does the judgment mean for your contracts with a Dutch party?
A clear termination clause carries real weight under Dutch law, but it does not shield the terminating party from a compensation claim. Draft the clause with the expected development of the relationship in mind, and review it when the relationship grows.
- Agree notice periods that grow with the relationship, for example a longer period after a certain number of years or above a certain volume.
- Regulate compensation on termination, or state expressly that none is due, and record the investments each party makes for the relationship.
- When the cooperation expands substantially, put the termination clause on the agenda and amend it in writing. The court of appeal in this case considered that the parties should have done so.
- If you terminate, assess whether an offer of compensation or a longer notice period is advisable in your case. If you are terminated, assess whether you can claim compensation or invoke Article 6:248(2).
Frequently asked questions about contractual notice periods under Dutch law
What did ECLI:NL:HR:2025:763 decide?
The Hoge Raad held on 16 May 2025 that a court cannot replace a contractual notice period with a longer one on the basis of the supplementing effect of reasonableness and fairness alone. It quashed the judgment of the ‘s-Hertogenbosch Court of Appeal and referred the case to the Arnhem-Leeuwarden Court of Appeal.
Is a one-month notice period valid after years of cooperation?
An agreed notice period is in principle valid. Relying on it can be unacceptable in exceptional circumstances (Article 6:248(2) Dutch Civil Code), and compensation can be due even if the period itself stands. Whether either applies depends on the facts of the case.
What is the notice period in the Netherlands if the contract has no clause?
There is no general statutory period for business contracts. Without a clause, an agreement for an indefinite term is in principle terminable, but reasonableness and fairness can require a certain notice period, depending on the nature and content of the agreement and the circumstances (HR 2 February 2018, ECLI:NL:HR:2018:141, para. 3.6.2).
Can I still claim compensation if my Dutch counterparty respected the agreed notice period?
Possibly. Reasonableness and fairness can require the terminating party to offer compensation, and its amount depends on the circumstances, including any longer notice period granted (HR 16 May 2025, ECLI:NL:HR:2025:763, para. 3.4).
Does this judgment also apply to franchise and distribution agreements?
The test applies to long-term contracts in general, unless the law has specific rules. The Hoge Raad applied the same test to a franchise agreement in ECLI:NL:HR:2024:1709. For franchise agreements, see our page on terminating a franchise agreement.
Primary sources
Dutch statutes are only officially available in Dutch, on wetten.overheid.nl. Judgments can be found on rechtspraak.nl by their ECLI number.
- Dutch Civil Code (Burgerlijk Wetboek) Book 6: Article 6:248 and Article 6:258
- Hoge Raad 16 May 2025, ECLI:NL:HR:2025:763 (DPD/Get Moving)
- Gerechtshof ‘s-Hertogenbosch 16 January 2024, ECLI:NL:GHSHE:2024:73
- Hoge Raad 29 November 2024, ECLI:NL:HR:2024:1709 (Leen Bakker)
- Hoge Raad 2 February 2018, ECLI:NL:HR:2018:141 (Goglio/SMQ Group)
Need advice on a notice period in a Dutch contract?
Whether you plan to terminate or have received a notice, a Dutch lawyer can assess the termination clause, the history of the relationship and the compensation question, and draft or answer the notice. Read more about our work as a contract lawyer in the Netherlands for international companies.
