What constitutes unjust termination of a commercial relationship under Dutch law?

Dutch term: Onrechtmatige opzegging duurovereenkomst | Legal basis: Case law (HR) + 6:248 BW

Under Dutch Supreme Court case law, the termination of a long-term commercial relationship (duurovereenkomst) can be unjust (onrechtmatig or in strijd met de redelijkheid en billijkheid) if the notice period is insufficient, if no compensation is offered for reliance investments, or if the termination is otherwise unreasonable in the circumstances.

The assessment considers the duration and intensity of the relationship, the dependency of the terminated party, the investments made in reasonable reliance on continuation, industry custom, the availability of alternatives, and the reasons for termination. In extreme cases, the court may rule that the relationship cannot be terminated at all, or can only be terminated subject to conditions.

Why it matters for international businesses

For international suppliers terminating Dutch distributors, agents or other long-term commercial partners, the risk of an unjust termination claim is the single biggest legal exposure. The notice period, the transition arrangements and the compensation offer should all be assessed in advance.