The invalidity of a contract under Dutch law

If you operate with a subsidiary in the Netherlands or enter into contracts with Dutch business partners, there are some differences to other legal systems. Not only the language barrier and intercultural differences, but also different legislation. It is therefore always advisable to consult a specialist lawyer in the Netherlands. In the following article, our specialist solicitors for company law will deal with the subject of nullity of a contract under Dutch law. Our attorneys in the Netherlands frequently receive questions regarding the invalidity of a contract under Dutch law or entire agreements. In this article, the English-speaking contract lawyers of MAAK Advocaten therefore offer an overview of the circumstances under which a contract or legal transaction is null and void. If a contract or contractual agreement has been declared null and void, it is treated as if it had never existed – i.e. there was never a legally valid contract between the parties.

When is a contract under Dutch law void?

Dutch law recognises several situations in which a legal transaction or contract is considered null and void. For example, Article 3:39 Burgerlijk Wetboek (Dutch Civil Code – BW) provides for the nullity of a contract (its contents) if the legal formal requirements are not fulfilled. An example is the agreement on the sale of land and real estate, which must be in writing. In addition, a contract is null and void if it was concluded with a person who is not legally competent, the so-called legal incapacity. Under Dutch law, nullity of a contract can also occur as a result of a reservation agreement. According to Dutch law, nullity can also occur after challenge on the grounds of error, threat or deception. In the case of general terms and conditions, the question of the nullity of e.g. a provision can also play a role.

The consequence of the invalidity of a transaction or contract under Dutch law is that it must be treated as if the transaction or contract had never existed. A void legal transaction is therefore invalid from the outset and cannot produce the intended legal effects. However, if the conditions are met, claims for damages or restitution may exist.

Under certain circumstances, the invalidity of a legal transaction or a contract under Dutch law can also be overcome, for example by curing a formal defect or confirming the legal transaction.

Are you unsure whether your contract is legally binding or do you need legal advice on the nullity of legal transactions and contracts under Dutch law? The Dutch lawyers of MAAK Advocaten can advise you on all the formal requirements of the various types of contracts and provide you with advice to ensure the legal validity of all your contractual contents.

Dutch specialist lawyer specialised in nullity issues

Do you have questions about Dutch contract law or do you need specific legal advice in Holland on nullity under Dutch law? Our experienced contract lawyer in the Netherlands, Remko Roosjen, will be happy to help you.

Office:  +31 (0)20 – 210 31 38 
E-mail: remko.roosjen@maakadvocaten.nl