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A letter of intent under Dutch law binds you as far as its wording and your conduct show an intention to be bound, whatever the heading says. Foreign companies negotiating with a Dutch buyer, seller or partner should state clause by clause what binds now, and have the letter reviewed before signing.
Part of our guidance on pre-contractual liability in the Netherlands.
Is a letter of intent legally binding under Dutch law?
A letter of intent is legally binding under Dutch law if, read as a whole, it shows an intention to be bound, or the other party could reasonably understand it that way. The title does not decide.
Dutch law has no special rules for a letter of intent (intentieverklaring or intentieovereenkomst). The general rules apply. A legal act requires an intention to create legal effects that has been expressed in a statement (Article 3:33 Dutch Civil Code). If you made a statement that the other party could reasonably read as a commitment, you cannot rely on a different, hidden intention (Article 3:35 DCC).
A contract is formed by an offer and its acceptance (Article 6:217 DCC), and the obligations only need to be determinable (Article 6:227 DCC). A Dutch court reads the letter for what the parties could reasonably expect of each other, not word by word: the Haviltex test of the Supreme Court (HR 13 March 1981, ECLI:NL:HR:1981:AG4158).
Statements can also lie in conduct (Article 3:37(1) DCC), so emails or starting deliveries can also be statements that bind you, alongside the signed letter. See also when an agreement is legally binding in the Netherlands.
Which clauses in a letter of intent should be binding?
The clauses that should bind immediately are those that protect you during the negotiations themselves: confidentiality, exclusivity, costs, governing law and the competent court. The commercial terms usually stay non-binding until the final agreement is signed.
That split follows from the same rule: you are bound by what you intended and expressed (Article 3:33 DCC). A non-binding letter with a small set of binding clauses is the model I recommend.
| Clause | Usually binding? | Why |
|---|---|---|
| Confidentiality | Yes | You share information before any deal exists; see NDA under Dutch law |
| Exclusivity (no talks with others) | Yes, with an end date | The other side gives up alternatives; without an end date it is unclear when it lapses |
| Costs | Yes | Avoids a later argument about who pays advisers and due diligence |
| Governing law and court | Yes | Decides where and under which law a dispute over the letter or the talks is heard |
| Price, structure, timetable | No | These depend on due diligence and approvals |
| A clear reservation (often called “subject to contract”) | Yes | Records that no party may rely on a final deal before signature; under Dutch law it is read like any other wording, and conduct can still create reliance |
Never rely on the heading. A document called “letter of intent” can still be a contract under Dutch law if the wording and the way you act show that you meant to be bound. So I say it in the operative text, clause by clause: these clauses are binding, the rest is not, and no party may rely on a final agreement until both sides have signed it.
Just as important is what you do afterwards. If you start performing as if the deal is done, your conduct can undo the careful wording.
What should a letter of intent under Dutch law contain?
A letter of intent under Dutch law should name the parties and the transaction, separate agreed and open points, and state which clauses bind. Add conditions, an end date and a choice of law and court.
A practical checklist for a letter of intent with a Dutch counterparty:
- Parties, with their Dutch Chamber of Commerce (KvK) number, and who signs for each company.
- The transaction: share or asset purchase, joint venture, supply or distribution.
- Agreed points and points still open, each listed separately.
- A clear statement which clauses bind and that the rest does not.
- Conditions: due diligence, financing, internal approvals.
- Exclusivity with an end date, and confidentiality.
- Costs: each party bears its own unless agreed otherwise.
- Governing law and competent court for the letter and the negotiations.
Once the final contract is signed, an entire agreement clause under Dutch law can record that it replaces the letter of intent.
Can you walk away after signing a letter of intent?
Yes, in principle. Each negotiating party is free to break off under Dutch law, unless that is unacceptable given the other party’s justified reliance on a contract or other circumstances. A signed letter of intent adds to that reliance.
The Supreme Court restated this test in CBB/JPO (HR 12 August 2005, ECLI:NL:HR:2005:AT7337, para. 3.6). The court weighs how far the party breaking off contributed to that reliance, and its own legitimate interests. Unforeseen developments during the talks also count, and the Supreme Court calls the test strict (para. 3.7). The line of case law goes back to Plas/Valburg (HR 18 June 1982, ECLI:NL:HR:1982:AG4405).
A letter of intent can strengthen that reliance. In Greenib the parties had signed an intentieverklaring for a car dealership. The court of appeal held that the dealer could in principle rely on it being turned into a full dealer agreement, and that breaking off was in principle unacceptable. The Supreme Court upheld that finding. It set the judgment aside on one procedural point only: the dealer’s duty to limit its loss belonged in the follow-up damages proceedings (HR 1 March 2013, ECLI:NL:HR:2013:BY6755, paras 3.4.2–3.4.3 and 3.6.2).
Even where breaking off is not unacceptable, the party walking away may have to pay part of the other side’s costs, for example if it has been unjustly enriched by that party’s work (HR 14 June 2024, ECLI:NL:HR:2024:884, para. 3.1.2; Article 6:212 DCC). Which damages can be claimed is explained in damages for breaking off negotiations.
In practice two things go wrong most often. The first is exclusivity without an end date: the buyer asks for it, the seller agrees, and nobody writes down when it ends or what happens if the buyer goes quiet. The second is a “non-binding” letter followed by months of joint work, shared plans and promises. That combination can create reliance under Dutch law, and then walking away is no longer free. I therefore always put an end date on exclusivity and a short clause on costs.
Has a Dutch party sent you a letter of intent to sign, or are the talks stalling? A Dutch contract lawyer at MAAK Advocaten can review the letter before you are bound.
What should you do when a Dutch party sends you a letter of intent to sign?
Sort a Dutch letter of intent before you sign it: mark what must bind now, check that everything else is clearly non-binding, and add what is missing, such as conditions and an end date.
The binding effect follows the expressed intention, not the heading (Article 3:33 DCC).
I understand the pressure: the deal feels close and nobody wants to slow it down. My first step is not to rewrite the letter, but to sort it: what binds you now, and what is still open. I go through it in three steps:
- I mark the clauses that must bind: confidentiality, exclusivity, costs, governing law and the court.
- I check that everything else is clearly expressed as not yet binding, including the price and the timetable.
- I look at what the letter does not say: conditions such as due diligence, financing or board approval.
That review usually takes a day, not a week. For acquisitions, see also mergers and acquisitions under Dutch law.
Which law governs a letter of intent with a Dutch company?
The law chosen by the parties governs a letter of intent that is a contract (Article 3(1) Rome I Regulation). Claims about the negotiations themselves in principle fall under the Rome II Regulation instead.
Pre-contractual dealings are excluded from Rome I (Article 1(2)(i)). Under Rome II they are governed by the law that applies to the contract, or that would have applied had it been concluded (Article 12(1) Rome II Regulation). Companies acting in a commercial capacity may also choose that law in advance in a freely negotiated agreement (Article 14(1)(b) Rome II).
The competent court can be agreed as well. A written choice of a court of an EU Member State gives that court jurisdiction, exclusively unless agreed otherwise (Article 25(1) Brussels I bis Regulation).
I put two short clauses in every letter of intent with a cross-border element: which law governs the letter and the negotiations, and which court decides disputes. For a foreign company negotiating with a Dutch company, Dutch law and the Amsterdam District Court are often the practical choice, because that is where the Dutch counterparty and its assets are. What matters most is that the choice also covers claims about the negotiations themselves, not just the letter.
Practical example: a German buyer and a Dutch target
In this example the binding effect depends on the clauses the buyer insisted on, not on the heading (Articles 3:33 and 3:35 DCC).
Suppose: a German machine builder wants to buy a Dutch parts supplier. The owner sends a letter of intent “for signature by Friday” with a price, a closing date and twelve weeks of exclusivity, but nothing on due diligence or which clauses bind.
Before signing, the buyer has the letter marked up. Price and closing date become non-binding and subject to due diligence and financing. Exclusivity, confidentiality, costs, Dutch law and the Amsterdam District Court become binding; exclusivity ends after twelve weeks or on written notice.
Due diligence then shows a large claim against the target, and the buyer withdraws. With a clear letter and no conduct suggesting a done deal, the seller has little to build a claim on.
This is a hypothetical example for illustration, not a description of a MAAK Advocaten case.
When should you involve a Dutch contract lawyer?
Involve a Dutch contract lawyer before you sign a letter of intent, when exclusivity is requested, or when the other side claims the letter is already a contract (Article 6:217 DCC). A few sentences can decide your position.
| Your situation | What is at stake | Why a Dutch lawyer helps |
|---|---|---|
| You receive a letter of intent to sign | Binding effect under Articles 3:33 and 3:35 DCC | The wording must match what you intend |
| Exclusivity is requested | You give up other buyers or partners | End date and exit need to be agreed |
| Talks break down after months of work | Possible claim or defence (CBB/JPO) | The file and the timing decide the outcome |
As a rule, outside cases before the subdistrict court (kantonrechter), you can only litigate before a Dutch civil court through an advocaat (Article 79 Dutch Code of Civil Procedure). The commercial negotiation you can usually handle yourself; the legal wording is where a lawyer adds value.
How does MAAK Advocaten handle letters of intent?
MAAK Advocaten N.V., a law firm in Amsterdam, drafts and reviews letters of intent under Dutch law for foreign companies and acts when talks break down: in negotiations and in proceedings at first instance and on appeal.
Ideally you come to me before you sign, when a few sentences can still change your position. In the first days I review the draft, mark up the binding and non-binding parts, and tell you plainly which points to push back on and which to let go.
If the Dutch party has already withdrawn, I first find out why: a party that withdraws over price can sometimes be brought back with a different structure, and a signed deal is usually worth more than a claim. In parallel I build the file: the letter, the emails, the promises and what you spent relying on them. Then we assess whether breaking off was unacceptable under the CBB/JPO test (ECLI:NL:HR:2005:AT7337), and whether negotiation, mediation or a claim before the Dutch court makes most sense.
Costs depend on the size of the transaction, the number of open points and whether the talks are still running or a dispute has started.
Frequently asked questions about letters of intent under Dutch law
Is a non-binding letter of intent really non-binding in the Netherlands?
A non-binding letter of intent in the Netherlands is non-binding as far as its wording and the parties’ conduct support that. Dutch courts look at what the parties could reasonably expect (Articles 3:33 and 3:35 Dutch Civil Code), so acting as if the deal is done can change the picture.
Can a letter of intent become a contract under Dutch law?
Yes. A letter of intent becomes a contract under Dutch law if it contains an offer and an acceptance on sufficiently determinable obligations (Articles 6:217 and 6:227 Dutch Civil Code). Parties do not need to agree on every detail for a contract to exist.
What is the difference between a letter of intent, heads of terms and a memorandum of understanding?
Dutch law has no separate rules for a letter of intent, heads of terms or a memorandum of understanding. Each is read for its content and the parties’ intention, not its title (Articles 3:33 and 3:35 Dutch Civil Code and the Haviltex test of the Dutch Supreme Court).
Can I claim damages if the Dutch party walks away after a letter of intent?
You can claim damages if walking away was unacceptable given your justified reliance on a contract (Dutch Supreme Court, CBB/JPO, 2005). Even if it was not unacceptable, part of your costs may be recoverable, for example where the other party was unjustly enriched by your work.
Which law applies to negotiations with a Dutch company?
Claims about negotiations with a Dutch company are in principle governed by the law that applies, or would have applied, to the contract (Article 12(1) Rome II Regulation). Commercial parties can also choose that law in advance, for example in the letter of intent.
Primary sources
- Dutch Code of Civil Procedure: Article 79
- Dutch Civil Code: Article 3:33, Article 3:35, Article 3:37, Article 6:212, Article 6:217, Article 6:227
- HR 13 March 1981, ECLI:NL:HR:1981:AG4158 (Haviltex)
- HR 18 June 1982, ECLI:NL:HR:1982:AG4405 (Plas/Valburg)
- HR 12 August 2005, ECLI:NL:HR:2005:AT7337 (CBB/JPO)
- HR 1 March 2013, ECLI:NL:HR:2013:BY6755 (Greenib)
- HR 14 June 2024, ECLI:NL:HR:2024:884
- Regulation (EC) No 593/2008 (Rome I), Articles 1(2)(i) and 3(1)
- Regulation (EC) No 864/2007 (Rome II), Articles 12(1) and 14(1)(b)
- Regulation (EU) No 1215/2012 (Brussels I bis), Article 25(1)
Published on 29 October 2026 · Last updated on 29 October 2026
Negotiating with a Dutch company and asked to sign a letter of intent? Put your situation to me through my page as contract lawyer in the Netherlands. — Remko Roosjen
