What is rescission (ontbinding) of a contract under Dutch law?

Dutch term: Ontbinding | Legal basis: Article 6:265 of the Dutch Civil Code

Rescission (ontbinding) is the statutory mechanism for ending a contract because of a sufficiently serious breach, under article 6:265 of the Dutch Civil Code. Rescission releases both parties from their future obligations and triggers a restitution regime for what has already been performed. It can be combined with a damages claim under article 6:277.

The starting point of article 6:265 is that any failure to perform justifies rescission, unless the failure is too minor to warrant it given its special nature or limited significance. Dutch courts apply a proportionality test: the seriousness of the breach is weighed against the consequences of rescission for the debtor.

Rescission generally requires that the debtor first be put in default (verzuim) through a written notice of default (ingebrekestelling), unless the obligation has a fixed deadline that has passed or performance has become permanently impossible. This procedural step is frequently missed by foreign parties unfamiliar with Dutch law.

Rescission is distinct from termination for convenience (opzegging), which ends the contract prospectively without requiring breach, and from annulment (vernietiging), which applies to contracts that were defective at formation (mistake, fraud, duress).

Why it matters for international businesses

Choosing the wrong termination mechanism under Dutch law can be fatal to a claim. See our termination of contract page for the three distinct Dutch routes, or contact us for advice on your specific situation.