Dutch contract lawyer

A Dutch contract lawyer drafts, negotiates, reviews and enforces commercial contracts under Dutch law. At MAAK Advocaten, contract work is the core of the practice. International businesses work directly with the specialist handling their file, in English, German or Dutch, and a first call to discuss a new matter is at no charge.

Clients come to us as a Dutch contract lawyer in three typical situations. The first is a deal about to be signed: a commercial agreement that needs to be drafted from scratch, negotiated with a Dutch counterparty, or reviewed before signing. The second is an existing contract that is now producing a problem: a delivery that did not happen, an invoice that has not been paid, a counterparty that is trying to terminate, a warranty claim that is being pushed back. The third is a longer-term relationship with a Dutch party where legal input is needed regularly, and a large firm feels like overkill.

For each of these, the value of working with a specialist Dutch contract lawyer is less about theoretical legal knowledge and more about the speed and accuracy of the advice when something commercial is on the line. That is what this page is about.

What a Dutch contract lawyer actually does

The label covers a fairly narrow and well-defined set of activities. In our practice, the mandates we handle most often as a Dutch contract lawyer are:

Drafting commercial agreements from a blank page or from a client template, adapted to Dutch law and to the specific commercial situation
Negotiating contracts with a Dutch counterparty, either as lead counsel or in support of the client's own deal team
Reviewing drafts received from a counterparty and producing a redline plus a short advisory memo before signing
Interpreting a contract already in place and advising on what it means under Dutch law, including the effect of reasonableness and fairness and the Haviltex interpretation standard
Enforcing contractual rights when performance goes wrong, through formal notices of default, suspension of performance, damages claims, rescission, or court action
Terminating contracts cleanly, whether for convenience, for breach, or by mutual agreement, and handling the consequences on both sides
Restructuring existing trading relationships when the commercial context has changed and the paperwork needs to catch up

The thread running through all of these is that good contract work is preventive. Most of the disputes we litigate could have been avoided by better drafting, tighter negotiation, or a two-hour review call before signing. That is the case we make to clients, and it is the case our own litigation caseload makes for us.

Drafting contracts under Dutch law

Drafting under Dutch law is not the same as drafting under common law. The system is more flexible, less literal, and more willing to read terms in their commercial context, which means that overly aggressive clauses can be tempered by the court on reasonableness grounds while undefined gaps can be supplemented by the good-faith standard. A good Dutch contract lawyer drafts with those realities in mind.

In practice, that means a few things. First, the contract does not need to anticipate every conceivable scenario: the Dutch Civil Code provides default rules on performance, breach, damages, rescission and termination, and the contract can rely on those where it makes sense. Second, exoneration clauses, penalty clauses, non-compete clauses and similar aggressive provisions need to be drafted with an eye on whether a Dutch court would enforce them as written, or whether they would be reduced or set aside on reasonableness grounds. Third, pre-contractual documents (letters of intent, term sheets, draft exchanges) carry legal weight in the Netherlands, and drafting should reflect that from the start.

For international clients, we draft in English or German by default, with Dutch-language versions prepared where the other side or the matter requires them. The governing-law clause, the jurisdiction or arbitration clause, and the language clause of the contract are discussed explicitly with the client at the drafting stage, because these three provisions together determine what the contract actually does if things go wrong.

Reviewing contracts from a Dutch counterparty

A common entry point is a client who has been sent a draft contract by a Dutch counterparty and needs a quick, practical assessment before signing. For that kind of mandate, turnaround matters as much as depth.

Our review process is tight. We read the contract against the client's commercial position, mark up the document with concrete redlines, and produce a short memo summarising the points the client should push back on, the points that are acceptable, and the points that are unclear. The memo is written in business language, not legal language, and it is usually one or two pages rather than a full legal opinion. For most commercial contracts, a review mandate can be turned around within one to three working days, and faster where a deadline requires it.

Where the review shows issues that need to be raised with the counterparty, we either send the marked-up contract back ourselves or coach the client's own deal team through the conversation. The choice depends on the client's preference and the commercial relationship with the counterparty.

Enforcing a contract under Dutch law

Contracts fail. When they do, the first legal question is rarely "do we go to court" but "what position are we in and what do we do in the next forty-eight hours". A Dutch contract lawyer who knows the system can usually answer that question in a short call.

The tools Dutch law gives a creditor facing breach are structured and effective. Suspension of performance under article 6:262 of the Dutch Civil Code lets a creditor stop its own performance as leverage. A formal notice of default (ingebrekestelling) puts the debtor in default and opens up damages and rescission claims. Specific performance under article 3:296, reinforced by a court-ordered penalty (dwangsom), forces compliance when that is what the client actually wants. Rescission under article 6:265 ends the contract cleanly and triggers restitution. For urgent situations, summary proceedings (kort geding) deliver a first-instance judgment within weeks, and pre-judgment attachment (conservatoir beslag) freezes a counterparty's Dutch assets on short notice.

Which of these is right depends on the facts. The reason foreign clients value a Dutch contract lawyer at this stage is that picking the wrong sequence is expensive, and the right sequence is rarely obvious from outside the system.

Working directly with your Dutch contract lawyer

MAAK Advocaten is set up so that clients reach the specialist handling the file directly. When you call, you speak with the lawyer doing the work, not a relationship manager. When you send an email, the response comes from the same person. When a contract needs to be drafted, negotiated, reviewed or enforced, it is handled by the lawyer who knows your matter, not by a junior working from a template. That structure matters more for contract work than for almost any other type of legal work, because contract drafting and negotiation rely heavily on commercial judgement that cannot be delegated.

Fees are agreed in advance as described on our lawyer fees page. For drafting and review mandates with a defined scope, we work on fixed fees. For ongoing contract support and negotiations with open-ended timelines, we work on hourly rates or a retainer. For enforcement work, we discuss a realistic budget before taking a step that commits the client to further cost. A first conversation about a new matter is at no charge. The contract practice is led by Remko Roosjen.

Call +31 20 210 31 38, email mail@maakadvocaten.nl, or visit our contact page. MAAK Advocaten is based at Kraanspoor 34, 1033 SE Amsterdam.

Frequently Asked Questions

How quickly can a Dutch contract lawyer review a contract before signing?

For a standard commercial contract of up to twenty pages, one to three working days is the normal turnaround for a review mandate, including a redline on the document and a short advisory memo in business language. For urgent matters we can often turn a review around the same day if the contract is sent in the morning. If you have a signing deadline looming, flag it at the first contact and we will confirm what is realistic.

Can a Dutch contract lawyer draft or review contracts in English?

Yes. The majority of the commercial contracts we draft, negotiate and review are in English, with Dutch and German also available. Working language is chosen to match the client and the counterparty, not the firm. For contracts where parts must ultimately exist in Dutch (for example because a notarial deed is involved), we prepare the Dutch version in parallel and keep the client fully informed in the working language.

Do I need a Dutch contract lawyer if my contract is governed by foreign law?

Sometimes yes, sometimes no. If the contract is governed by foreign law and the dispute is handled entirely abroad, probably not. But if the contract touches the Netherlands in any operational way (a Dutch counterparty, Dutch-based assets, products placed on the EU market through the Netherlands, a need for enforcement against a Dutch party), a Dutch contract lawyer is often the fastest route to an effective solution even when the governing law is not Dutch. We coordinate with foreign counsel on the non-Dutch parts and handle the Dutch side directly.