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It is possible to dissolve an agreement under the law (Article 6:265 of the Dutch Civil Code) in the event of a breach, but it remains uncertain whether the court will consider the breach serious enough. By specifying in your general terms and conditions when a breach and default occur—and what the consequences of dissolution are—you create certainty and prevent disputes.
An agreement can end in various ways: by mutual consent, by termination, or by dissolution (for example, if the other party fails to perform). You can make arrangements regarding the latter in advance by including grounds for dissolution and their consequences in your general terms and conditions
The statutory dissolution rules leave room
Dissolution is possible pursuant to Article 6:265 of the Dutch Civil Code: only if the other party fails to comply with the agreements, the breach justifies dissolution, and the other party is in default. This can be done through the court, but it is not mandatory—a written notice suffices. Nevertheless, this does not provide 100% certainty: the court may later overturn an extrajudicial dissolution if it deems the breach insufficiently serious. This is difficult to assess in advance.
General terms and conditions as a solution
In your terms and conditions, you can regulate when a breach and default occur. Because Article 6:265 of the Dutch Civil Code is dispositive law, you may deviate from it and expand the grounds for dissolution — for example, the possibility of simple dissolution if the counterparty is insolvent.
Conversely, you can attach additional conditions to dissolution, such as requiring written notice of default to be given first and granting a further week. You can also specify the method of invoking the default (registered letter or email).
Recording the consequences of dissolution
According to the law, dissolution has no retroactive effect: the agreement ends at the moment of dissolution. Previous performances are not undue, but must be reversed — the customer returns the delivered goods, the supplier the money. If the customer cannot return the product, he must compensate for the value. Moreover, unlike termination, dissolution entitles the customer to compensation for damages. You can make agreements regarding all these consequences in your terms and conditions, so that there is no uncertainty regarding compensation for damages and reversal.
Frequently Asked Questions
Can I dissolve an agreement myself without a judge?
Yes, a written extrajudicial dissolution is possible, provided the conditions of Article 6:265 of the Dutch Civil Code are met. However, the court may subsequently reverse that dissolution if the breach is not sufficiently serious.
Can I agree on additional grounds for dissolution?
Yes. Because the statutory regulation is of a dispositive nature, you can include additional grounds in your terms and conditions, such as dissolution in the event of the counterparty's insolvency.
Does dissolution entitle the right to compensation?
In principle yes, unlike in the case of termination. Services already performed must also be reversed. You can regulate these consequences in more detail in your terms and conditions.
Have dissolution agreements recorded
The legal experts at MKB Juristen include clear dissolution, termination, and force majeure clauses in your terms and conditions. View our expertise in contract law or schedule a free intake consultation .
