Verbal agreements: binding under Dutch law and how to prove them

A verbal agreement is binding in the Netherlands. Dutch contract law is in principle free of form: an agreement comes into being through offer and acceptance under Article 6:217 of the Dutch Civil Code (Burgerlijk Wetboek, BW), and Article 3:37 BW allows a declaration to be made in any form. A deal struck by telephone or over a handshake is as enforceable as one on paper.

The difficulty is rarely validity; it is proof. Under Article 150 of the Dutch Code of Civil Procedure (Wetboek van Burgerlijke Rechtsvordering, Rv) the party relying on a fact bears the burden of proving it. The person invoking the verbal agreement therefore has to establish both that it was concluded and what it said. Evidence is free in Dutch civil procedure, so emails, WhatsApp messages, invoices, order confirmations, delivery notes, bank transfers and witness statements all count. A confirmation email sent right after the call, setting out what was agreed and left unchallenged by the other side, is in practice often the strongest evidence there is.

The exceptions matter as much as the rule. Some agreements must be in writing: the purchase of a home by a consumer, a suretyship given by a private individual, and several employment clauses such as the non-competition clause. General terms and conditions can only be relied on if the other party had a reasonable opportunity to take note of them, which is hard to show for a purely verbal deal.

What is a verbal agreement under Dutch law?

A verbal agreement is a contract that the parties conclude by speaking to each other, in person or by telephone or video call, without signing a document. Legally, it is an ordinary agreement (overeenkomst) like any other.

Dutch law does not have a separate category for oral contracts. The same rules of Book 3 and Book 6 of the Dutch Civil Code apply to a handshake deal as to a signed contract of fifty pages. What differs is not the legal force of the agreement, but how easy it is to show later what exactly the parties agreed.

In practice, many agreements are partly verbal. Parties agree the main points on the phone, send a short email, and fill in the details as they go. A court then looks at the whole picture: the conversation, the messages before and after it, and the way the parties actually behaved. The conduct of the parties can confirm an agreement just as well as words.

What elements does a verbal agreement need?

A verbal agreement needs an offer, an acceptance of that offer, and the intention of both parties to be legally bound. The content must be determinable, so that it is clear what each party has to do.

These elements follow from the general rules of the Dutch Civil Code:

• Offer and acceptance: under Article 6:217 BW an agreement is formed by an offer and its acceptance.
• Will and declaration: under Article 3:33 BW a legal act requires a will directed at a legal consequence, expressed through a declaration. Words, a nod or conduct can all be such a declaration.
• Reasonable reliance: under Article 3:35 BW you may rely on the other party’s declaration as you reasonably understood it, even if the other party privately meant something else.
• Capacity: the parties must have legal capacity. A minor who acts without the consent of a parent or guardian concludes an agreement that can be annulled (Article 1:234 BW in combination with Article 3:32 BW).

One element that you may know from English or American law is not required: consideration. Dutch law does not require that each party gives something in return. A promise to do something for free, such as lending a van to a friend, can also be a binding agreement if the parties intended to be bound.

Is every spoken promise an agreement?

No. A spoken promise is only an agreement if both parties intended to create legal obligations. Social arrangements, such as a promise to meet for dinner or to help a neighbour move, are usually not meant to have legal consequences.

Between family members and friends, the line can be thin. A loan of several thousand euros to a brother is usually a real agreement, even if nothing was written down. An informal promise to share a holiday home “when the time comes” may be too vague to enforce. The court decides this on the basis of what the parties said and did, and what they could reasonably understand from each other.

When is a verbal agreement binding in the Netherlands?

A verbal agreement is binding as soon as offer and acceptance meet and the parties intended to be bound. From that moment each party can demand performance, and a party that fails to perform can be held liable for damages under Article 6:74 BW.

The binding force of a verbal agreement is the same as that of a written one. The core rule is freedom of form in Article 3:37 BW: unless the law says otherwise, declarations can be made in any form and can also be derived from conduct. There is therefore no general requirement to put a contract in writing, to sign it, or to have it witnessed.

Dutch courts do not simply look at the literal words used. They assess the agreement in the light of reasonableness and fairness (redelijkheid en billijkheid). Under Article 6:248 BW an agreement has not only the consequences the parties agreed, but also those that follow from the law, custom and reasonableness and fairness. This matters for verbal agreements, because they often leave points open.

Can a verbal agreement be annulled?

Yes, on the same grounds as a written agreement. The most relevant grounds are threat (bedreiging), fraud (bedrog) and abuse of circumstances (misbruik van omstandigheden) under Article 3:44 BW, and mistake (dwaling) under Article 6:228 BW.

These defects do not make the agreement void automatically. They make it voidable: the party affected must invoke the ground, either by a written statement to the other party or in court (Article 3:49 and 3:50 BW). An agreement that conflicts with the law or public order is void from the start under Article 3:40 BW, whether it is verbal or written.

Which agreements must be in writing?

A limited number of agreements and clauses are only valid, or only provable, in writing. If one of these applies, a verbal arrangement does not give you the protection you expect.

The most common exceptions are:

• Consumer purchase of a home: under Article 7:2 BW the purchase of residential property by a consumer must be in writing. The buyer then has a cooling-off period of three days.
• Transfer of real estate and shares: the purchase of a house can be agreed in writing, but the transfer itself requires a notarial deed (Article 3:89 BW). The same goes for the transfer of shares in a private limited company, a BV (Article 2:196 BW).
• Suretyship by a private individual: under Article 7:859 BW a suretyship given by a natural person outside the course of a profession or business can only be proven by a document signed by that person.
• Employment clauses: a probationary period (Article 7:652 BW) and a non-competition clause (Article 7:653 BW) must be agreed in writing. The employment contract itself can be verbal, but the employer must provide the key terms in writing under Article 7:655 BW.
• Settlement agreement on termination of employment: under Article 7:670b BW an agreement to end an employment contract by mutual consent must be in writing, and the employee may revoke it within 14 days.

If the law requires writing and the parties only agreed verbally, the consequence depends on the rule. Sometimes the agreement is void (Article 3:39 BW), sometimes only the clause is invalid, and sometimes the rule only concerns proof. It is worth checking the specific rule before you rely on a verbal arrangement.

Do general terms and conditions apply to a verbal deal?

Only if you can show that the other party accepted them and had a reasonable opportunity to take note of them. For a purely verbal deal, that is often difficult.

Under Article 6:233 sub b BW, a user of general terms and conditions must give the other party a reasonable opportunity to review them. Article 6:234 BW explains how: in principle by handing them over before or at the time the contract is concluded, or electronically in the manner the law prescribes. A reference on your website or on an invoice sent afterwards is usually not enough. If you rely on your general terms, send them with the offer or the confirmation of a verbal deal.

How do you prove a verbal agreement?

You prove a verbal agreement with every piece of evidence that shows what was agreed: messages, documents, payments, conduct and witnesses. The court weighs that evidence freely.

Under Article 150 Rv, the party that relies on the agreement must prove it if the other party disputes it. Article 152 Rv provides that evidence can be delivered by any means, unless the law provides otherwise, and that the court is free to assess it. The judge therefore looks at all material together and decides whether the agreement and its content have been established.

Which evidence carries the most weight?

Written material made close to the moment of the agreement usually carries the most weight. The following types of evidence are common in practice:

• A confirmation email or letter sent shortly after the conversation, especially if the other party did not object.
• WhatsApp, text messages and emails in which the parties refer to the arrangement.
• Quotes, order confirmations, delivery notes and invoices.
• Bank transfers that match the agreed price or instalments.
• Earlier dealings between the same parties on the same terms.
• Conduct: a party that starts performing, or accepts performance without protest, confirms that there was an agreement.
• Witnesses who were present during the conversation.

A document signed by both parties has special force. Under Article 157(2) Rv, a private deed (onderhandse akte) signed by the party against whom it is used provides compelling evidence of what that party declared. A confirmation email is not a signed deed, but a court can still give it great weight.

Can you be a witness in your own case?

Yes. A party can be heard as a witness. Since 1 January 2025, when the Act on the simplification and modernisation of the law of evidence (Wet vereenvoudiging en modernisering bewijsrecht) entered into force, the old statutory restriction on the evidential value of a party’s own statement (former Article 164(2) Rv) no longer applies.

That does not mean your own word is enough. The court still assesses how credible your statement is and whether other evidence supports it. In a dispute where both parties give opposite accounts, supporting documents and independent witnesses usually decide the case.

Can you use a recording of a phone call?

In general, yes. Under Dutch criminal law it is not an offence to record a conversation in which you take part yourself. Article 139a of the Dutch Criminal Code (Wetboek van Strafrecht) targets recording conversations between others.

Civil courts generally allow such recordings as evidence, but they assess the circumstances. A recording made in a private setting, or used in a way that seriously violates privacy, can be treated differently. If you want to record a call to secure evidence, keep it proportionate and ask for advice if you are unsure.

Can you secure evidence before you go to court?

Yes. Under Article 196 Rv you can ask the court for preliminary evidence measures (voorlopige bewijsverrichtingen), such as a preliminary witness hearing, before proceedings start. This is useful if a witness may move away, or if you want to test your chances first.

Since the new evidence rules took effect on 1 January 2025, the law also puts more emphasis on gathering relevant information before you litigate. The court can draw conclusions if a party fails to share information it should have shared.

What happens if the terms of a verbal agreement are unclear?

If the parties agreed on the main points but left details open, the court fills the gaps. It interprets what the parties agreed and adds what follows from the law, custom and reasonableness and fairness.

For interpretation, Dutch courts use the Haviltex standard from the judgment of the Supreme Court (Hoge Raad) of 13 March 1981, ECLI:NL:HR:1981:AG4158. The question is not only what the words literally mean, but what the parties could reasonably understand from each other’s statements and conduct in the circumstances, and what they could reasonably expect from each other. This standard fits verbal agreements well, because the exact words are often disputed anyway.

The law also fills common gaps directly:

• No price agreed for a purchase: under Article 7:4 BW the buyer owes a reasonable price.
• No fee agreed for services: under Article 7:405 BW the client owes the usual fee, or otherwise a reasonable fee, if the service provider acts in the course of a business or profession.
• No deadline agreed: under Article 6:38 BW performance can in principle be demanded immediately, unless something else follows from the agreement.

If the parties never agreed on an essential point, such as the price of a car or the scope of a project, there may be no agreement at all. That is a question of fact, which the court answers on the basis of all the circumstances.

What should you check if you rely on a verbal agreement?

As the party invoking the agreement, you carry the burden of proof under Article 150 Rv. Check these points before you claim performance.

• Does the law require writing for this type of agreement or clause, for example Article 7:2 BW for a consumer’s home purchase or Article 7:653 BW for a non-competition clause?
• Have you sent a written confirmation of the price, scope and deadlines, and did the other party object?
• Which messages, invoices and bank transfers show both that the agreement exists and what it says?
• Who was present at the conversation and can be heard as a witness, if necessary in a preliminary witness hearing under Article 196 Rv?
• Have you given a written notice of default (Articles 6:81 and 6:82 BW) before claiming damages?
• Is the claim still within the five-year limitation period of Article 3:307 BW?

What should you check if someone claims a verbal agreement against you?

If you dispute that an agreement was made, or what it says, the other party must prove it. Check these points before you respond.

• Did you ever intend to be legally bound, or was it a social arrangement or an open-ended discussion?
• Was there agreement on the essential points, such as price and scope, or only on part of them?
• Did you act in a way that confirms the agreement, for example by accepting performance without protest?
• Is there a ground to annul it, such as mistake under Article 6:228 BW or fraud under Article 3:44 BW?
• Respond to a confirmation email you disagree with in writing straight away, because silence can count against you.

What should you do when a verbal agreement is disputed?

Act quickly and put your version in writing. The sooner you record what was agreed and collect your evidence, the stronger your position.

A practical order of steps:

• Send a written confirmation: describe the agreement as you understood it, with date, price, scope and deadlines, and ask the other party to respond if they disagree.
• Secure your evidence: save messages, emails, call logs, invoices and bank statements, and write down who was present at the conversation.
• Give formal notice if the other party does not perform: in most cases the debtor is only in default after a written notice of default (ingebrekestelling) with a reasonable period to perform (Articles 6:81 and 6:82 BW).
• Consider a preliminary witness hearing under Article 196 Rv if the evidence depends on witnesses.
• Watch the limitation period: a claim for performance of an agreement is in principle time-barred after five years (Article 3:307 BW). Other periods can be shorter, for example for consumer purchases.

Many disputes about verbal agreements end in a settlement once both parties see the evidence. A settlement agreement (vaststellingsovereenkomst, Article 7:900 BW) that is put in writing prevents the same discussion from starting again.

What can we do for you with a verbal agreement?

We advise on concluding and enforcing agreements, including disputes about corporate law and commercial contracts and verbal arrangements about pay or bonuses under employment law.

• We assess your evidence and tell you how strong your position is on proof.
• We draft the written confirmation or the notice of default (ingebrekestelling).
• We apply to the court for a preliminary witness hearing under Article 196 Rv.
• We negotiate and draft a settlement agreement (vaststellingsovereenkomst) under Article 7:900 BW.
• We start or defend proceedings before the subdistrict court (kantonrechter) or the district court.

Summary

• A verbal agreement is binding in the Netherlands: Dutch contract law is free of form (Articles 3:37 and 6:217 BW).
• Some agreements and clauses must be in writing, such as a consumer’s home purchase, a private suretyship, a probationary period and a non-competition clause.
• The party relying on the agreement must prove it (Article 150 Rv); evidence is free and the court weighs it freely.
• If terms are unclear, the court interprets the agreement under the Haviltex standard and fills gaps with the law and reasonableness and fairness.
• Confirm important verbal agreements in writing straight away, and act quickly when a dispute arises.

Frequently asked questions