Since May of this year Bogaerts & Groenen advocaten is present at Pivot Park. Every Wednesday Jos van der Wijst can be vsisited with questions regarding legal issues (contracts, competition law, farmaceutical law, etc.). When Jos cannot answer the question, one of his 25 colleagues can. This service is for free. When the questions needs further research or action Jos has special rates/offers for companies at Pivot Park.
A Pivot Park company had the following question. The company signed a Letter of Intend (LOI) with the clause “This LOI is, save clause 9, which is binding, not binding to the parties and only serves as basis for further discussions between the parties on the principles set out in this LOI”. A clause in that LOI contained a very specific and unconditional obligation. The party refused to perform according the clause and stated that the LOI was non-binding and therefore it did not have to perform. In this case the clause was binding although the heading suggested otherwise. Under Dutch law we look not only at the wording of the clause but also at circumstances like what parties expressed before the LOI was concluded. If parties had agreed that English law was applicable the outcome would probably be different. Under English law the wording of the agreement is of more importance than under Dutch law.
When you have questions regarding the (consequences of the) wording of an agreement, feel free to contact Jos van der Wijst.