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If you are a Dutch company looking to do business in the United States, it is important to understand the unique aspects of American commercial contracts. International contracting between Dutch and U.S. companies means that you also have to look at cultural and legal differences. American contracts are typically more extensive than Dutch contracts, as American contract makers aim to make the contract as self-sufficient as possible, with as little reliance on the law or jurisprudence as possible. This is achieved through the use of standard boilerplate clauses and the inclusion of as much detail as possible. The goal is to make the contract as “self-sufficient” as possible, with as little need to rely on the law or jurisprudence as possible.
Civil law vs. common law system
International contracting between Dutch and U.S. companies requires a cross-border mindset. One of the reasons for this approach is the differences between both law systems, their historical background and the nature of the American legal system. Unlike the Netherlands, which has a civil law system, the United States has a common law system. This means that much of the contract law in the United States is not codified in a systematic legal code, but rather is based on judicial decisions. This can make it difficult to determine what the law is on a particular issue, as there is no one definitive source of law. Instead, the law is developed through a process of precedent, with judges relying on earlier decisions to guide their rulings. Another reason for the extensive nature of American contracts is the “contract culture” in the United States. American companies are accustomed to spending a great deal of time and money on the drafting of commercial contracts, in an effort to minimize costs in the event of a dispute. While this approach may be understandable, it can also lead to contracts that are overly complex and difficult to understand.
Specialized law firm for international contracting between Dutch and U.S. Businesses
If you are a Dutch company looking to do business in the United States, it is important to work with a specialized law firm that has experience in international contracting. MAAK Attorneys, a Netherlands-based law firm that specializes in international business law. MAAK Attorneys can help you navigate the complexities of American commercial contracts, and ensure that your contracts are legally sound and enforceable. Working with a specialized law firm such as MAAK Attorneys can help ensure that your contracts are legally sound and enforceable.
Navigating International Contracting with US Businesses
If you are a Dutch company looking to do business with a US company, there are several key considerations and best practices to keep in mind when navigating international contracting. Here are some important factors to consider:
- Understand the differences between American and Dutch contract law: American contracts are typically more extensive than Dutch contracts, due to the common law system and the “contract culture” in the United States. American contracts are designed to be as self-sufficient as possible, with as little reliance on the law or jurisprudence as possible. This is achieved through the use of standard boilerplate clauses and the inclusion of as much detail as possible. It is important to work with a specialized law firm that has experience in international business law, such as MAAK Attorneys, to ensure that your contracts are legally sound and enforceable.
- Choose the right governing law: In American contracts with an international character, it is common to choose the law of a specific state to govern the contract. The law of the state of New York is often chosen due to its well-developed contract law and the fact that it does not require a real nexus between the parties or the transaction and the state of New York in order for a New York court to have jurisdiction over the dispute.
- Be aware of the “contract culture” in the United States: American companies are accustomed to spending a great deal of time and money on the drafting of commercial contracts, in an effort to minimize costs in the event of a dispute. It is important to be prepared for this approach and to work with a specialized law firm to ensure that your contracts are comprehensive and legally sound.
- Understand the parol evidence rule: The parol evidence rule is an important aspect of American contract law. It states that when parties intend for a written contract to be the final expression of their agreement, and the contract is a completely integrated agreement, the contents of the agreement are limited to what is contained within the written contract. This means that any prior or contemporaneous oral or written agreements are not admissible to contradict or vary the terms of the written contract.
- Include dispute resolution provisions: It is important to include provisions in your contract that address how disputes will be resolved. This can include provisions for mediation, arbitration, or litigation. It is also important to choose the right forum for dispute resolution, such as a court or arbitration panel.
Navigating international contracting with US businesses requires a thorough understanding of American contract law, the “contract culture” in the United States, and the parol evidence rule. It is important to work with a specialized law firm that has experience in international business law, such as MAAK Attorneys, to ensure that your contracts are comprehensive and legally sound. By following these key considerations and best practices, you can minimize the risk of disputes and ensure a successful business relationship with your US counterparts.
Dutch contract law vs. US contract law
Some of the key principles of Dutch contract law that differ from US contract law are:
- Civil law system: The Netherlands has a civil law system, which means that Dutch contract law is based on a systematic legal code. This is in contrast to the United States, which has a common law system where much of the contract law is based on judicial decisions.
- Less extensive contracts: Dutch contracts are typically less extensive than American contracts. This is because Dutch contract makers aim to make the contract as concise as possible, with a focus on the essential terms of the agreement. Dutch contracts are also less likely to include standard boilerplate clauses.
- Greater reliance on the law: In Dutch contracts, there is a greater reliance on the law and jurisprudence than in American contracts. This is because Dutch contract makers assume that the law will fill in any gaps in the contract, whereas American contract makers aim to make the contract as self-sufficient as possible.
- Greater role for reasonableness and fairness: In Dutch contract law, there is a greater role for reasonableness and fairness (redelijkheid en billijkheid) than in American contract law. This means that Dutch courts are more likely to consider the overall fairness of the contract, rather than simply enforcing the terms of the contract as written.
- Different approach to dispute resolution: In Dutch contracts, there is a greater emphasis on alternative dispute resolution methods such as mediation and arbitration, rather than litigation. This is because Dutch contract makers aim to resolve disputes in a more efficient and cost-effective manner.
When it comes to international contracting between Dutch and U.S. companies, there are several key principles of Dutch contract law that differ from US contract law, including the civil law system, less extensive contracts, greater reliance on the law, greater role for reasonableness and fairness, and a different approach to dispute resolution. It is important for Dutch companies looking to do business with US companies to understand these differences and work with a specialized law firm that has experience in international business law, such as MAAK Attorneys, to ensure that their contracts are legally sound and enforceable.
Dutch contract attorneys
If you have any questions or require legal assistance about international contracting between Dutch and U.S. companies, please don’t hesitate to reach out to our knowledgeable and dedicated team at our Dutch law firm. Our Dutch lawyers are committed to providing exceptional legal services and personalized attention to address your unique needs. You can contact us through our website, via email, or by phone. Our friendly and professional staff will be more than happy to assist you and schedule a consultation with one of our expert attorneys in the Netherlands, for example a Dutch litigation attorney or contract lawyer in the Netherlands in Amsterdam. We look forward to the opportunity to help you navigate the complexities of the legal landscape and achieve the best possible outcomes for your case.
Contact person: Remko Roosjen | attorney-at-law
Office number: +31 (0)20 – 210 31 38
remko.roosjen@maakadvocaten.nl
