Duty to Investigate in Cases of Fraud in the Netherlands

Published on 25 November 2025 · Last updated 28 October 2026

Under Dutch law, a contract induced by fraud (bedrog) is voidable, and the deceived party can also claim damages (Article 3:44 Dutch Civil Code, Article 6:162). A seller who deliberately misled you can generally not defend itself by saying you should have investigated better. If you suspect fraud in a purchase or acquisition, have your claim assessed quickly, because evidence and assets can disappear.

This page is for foreign companies that bought goods, a business or shares from a Dutch party and discovered afterwards that they were deceived, and for sellers facing such an accusation. It covers when deception counts as fraud, how it relates to the buyer’s duty to investigate, which claims are available, how to prove fraud and how to secure your position. The general relationship between disclosure and investigation is on our page on the duty of disclosure in the Netherlands.

What counts as fraud under Dutch contract law?

Fraud exists when someone induces another party to enter into a legal act through an intentionally incorrect statement, by intentionally concealing a fact it was obliged to disclose, or by another trick (Article 3:44(3) DCC). General sales talk, even if untrue, is not fraud in itself.

Three elements must therefore be present: an incorrect statement, concealment or trick; intent to induce the contract; and a causal link with your decision to contract. Intent is the element that separates fraud from mistake (dwaling, Article 6:228 DCC). With mistake, an honest but incorrect statement or a failure to inform can be enough; with fraud, the other party acted deliberately.

	Fraud	Mistake
Basis	Article 3:44(3) DCC	Article 6:228 DCC
State of mind of the other party	Intentional	Not required
Remedy	Annulment; damages in tort	Annulment or modification (Article 6:230)
Typical evidence	Internal emails, earlier reports, knowledge of the defect	What was said and what you assumed
Limitation of the claim to annul	Three years after it was found out (Article 3:52(1)(c))	Three years after it was found out (Article 3:52(1)(c))

Can the seller argue that you should have investigated?

Generally not. A party that should have informed the other cannot, in general, argue that the other has only itself to blame for not investigating (Van Geest/Nederlof, ECLI:NL:HR:1990:ZC0088, r.o. 3.2). That applies where the seller knew the fact and should have disclosed it.

That rule, developed for mistake, protects an imprudent buyer too (r.o. 3.4). Where the seller deliberately concealed the fact or gave incorrect information about it, the argument that the buyer should have found out has even less weight, because concealing a fact one is obliged to disclose is itself fraud under Article 3:44(3). A buyer’s duty to investigate remains relevant for facts the seller did not know, or for defects that were plainly visible.

Which claims do you have after fraud?

You can annul the contract, by an out-of-court declaration or through the court, with retroactive effect (Articles 3:49 and 3:53 DCC). You can also claim damages, because deliberate deception is a wrongful act (Article 6:162 DCC).

Annulment means that both parties must return what they received. If you want to keep the goods or the business, you can instead claim damages for the difference between what you paid and what you would have paid without the deception. In a sale, the facts can also amount to non-conformity: the goods do not have the properties you could expect on the basis of the seller’s statements (Article 7:17(2) DCC). Non-conformity gives a claim for repair, replacement, price reduction, dissolution or damages, but requires timely notice to the seller (Article 7:23 DCC). Read more on non-conformity under Dutch contract law.

Where a director or employee personally made the false statements, a claim against that person may also be possible; see our page on holding a supplier’s director liable.

Does an exclusion clause in the contract protect the seller?

Rarely. A contractual rule does not apply insofar as that would be unacceptable by standards of reasonableness and fairness (Article 6:248(2) DCC). Allowing a seller who deliberately deceived the buyer to rely on an exclusion of liability or of annulment will generally fail that test.

Clauses that exclude “mistake” also do not cover fraud by their wording, because fraud is a separate ground (Article 3:44). In acquisition agreements, warranty caps and short notice periods are usually agreed with a carve-out for fraud. Check that carve-out first when you discover a deception after closing. More on drafting is on our page on excluding mistake in a purchase agreement.

Do you suspect that you were deliberately misled when buying from a Dutch party? Have a Dutch litigation lawyer assess your claim before you contact the seller about your suspicion.

How do you prove fraud in a Dutch court?

The party relying on fraud must prove it (Article 150 DCCP). That includes the incorrect statement or concealment, the seller’s knowledge and intent, and the fact that you would not have contracted, or not on these terms, without the deception.

Intent is rarely admitted, so it is usually proven from circumstances: earlier inspection reports, internal emails, repairs the seller ordered, complaints from previous customers, or figures that the seller adjusted before the sale. Dutch procedure offers tools to obtain such evidence:

A right to inspect or obtain copies of specific documents about the legal relationship held by the other party or a third party, if you have a sufficient interest (Article 194 DCCP).
Preliminary evidence measures before proceedings start, such as a preliminary witness hearing or a report by a court-appointed assessor (deskundige) (Article 196 DCCP).
A report by an independent assessor (deskundige) ordered by the court during the proceedings (Article 186 DCCP).

More on the rules of evidence is on our page on evidence in Dutch civil law.

How do you secure your claim against a fraudulent seller?

Through a prejudgment attachment. With leave from the preliminary relief judge you can attach the seller’s bank accounts, receivables or other assets before the court rules on your claim (Article 700 DCCP).

The judge decides after a summary review, usually without hearing the seller first, and sets the amount for which leave is granted (Article 700(2)). In fraud cases speed matters, because a seller who deceived once may also move assets. See our page on pre-judgment attachments under Dutch law.

What are the time limits?

The claim to annul for fraud becomes time-barred three years after the fraud was discovered (Article 3:52(1)(c) DCC). A claim for damages becomes time-barred five years after you became aware of both the damage and the liable person, and in any event twenty years after the event (Article 3:310(1) DCC).

Fraud can always be invoked as a defence against a claim under the contract (Article 3:51(3) DCC). If you rely on non-conformity as well, notify the seller within a reasonable time. Where the seller knew of the defect and did not disclose it, that period runs from the moment you actually found the defect (Article 7:23(1) DCC); the claim then becomes time-barred two years after your notice (Article 7:23(2)). More on limitation is on our page on limitation periods under Dutch law.

Example: concealed customer losses in a share purchase

A Belgian company buys all shares in a Dutch distributor. Two months after closing it finds emails showing that the sellers knew, before signing, that the two largest customers had given notice. The data room contained the old customer contracts but not the terminations; the purchase agreement caps warranty claims at 20% of the price.

The buyer can rely on fraud: the sellers deliberately concealed a fact they had to disclose (Article 3:44(3) DCC). It can annul the purchase or, if it prefers to keep the company, claim damages under Article 6:162. The warranty cap will usually not protect the sellers, because relying on it after deliberate concealment would be unacceptable (Article 6:248(2)). First steps: secure the emails, request the missing documents under Article 194 DCCP, and consider an attachment on the sellers’ proceeds.

Frequently asked questions about fraud in a purchase

What is the difference between fraud and mistake under Dutch law?

Fraud requires that the other party acted intentionally (Article 3:44(3) DCC). Mistake does not require intent; an incorrect statement or a failure to inform can be enough (Article 6:228 DCC).

Can I keep the goods and still claim damages after fraud?

Yes. Instead of annulling the contract, you can claim damages under Article 6:162 DCC for the loss caused by the deception.

Is silence fraud?

It is if the seller intentionally concealed a fact it was obliged to disclose, in order to induce the contract (Article 3:44(3) DCC). Silence about a fact the seller did not have to disclose is not fraud.

How long do I have to annul a contract for fraud?

Three years after you discovered the fraud (Article 3:52(1)(c) DCC). Damages claims become time-barred five years after you knew of the damage and the liable person (Article 3:310 DCC).

Does a warranty cap limit my claim after fraud?

Usually not. Relying on a cap or exclusion after deliberate deception will generally be unacceptable under Article 6:248(2) DCC, and acquisition agreements often contain an express carve-out for fraud.

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. Legal position checked on 28 October 2026.