A long-term business relationship can be a binding contract even if nothing was ever put in writing. If one party ends such an oral continuing agreement for an indefinite period without notice, it may have to pay compensation for a reasonable notice period, as the District Court of Central Netherlands (Rechtbank Midden-Nederland) ruled on 22 October 2025.
The case concerned a Dutch publisher of a classic car magazine that had supplied articles and photographs to a Swiss publishing house for fourteen years. The Swiss company ended the collaboration without warning. The court held that a notice period of twelve months should have been observed and awarded compensation for that period, but rejected the Dutch publisher’s copyright claims (ECLI:NL:RBMNE:2025:6129).
What was the collaboration about?
From 2010, the Dutch publisher supplied editorial articles and photographs to the Swiss publishing house in return for payment. The Swiss company used the material in its own magazine about classic cars, and later also published older editions digitally.
At first, the Dutch publisher also did layout work. Over time, the collaboration came down to supplying material for each edition and invoicing for it. According to the judgment, the Swiss company paid a fixed amount per edition. There was never a written contract; the parties worked on the basis of verbal arrangements and their established practice.
In January 2024, a representative of the Swiss publishing house told an employee of the Dutch publisher that the collaboration had ended. There was no advance warning and no offer of compensation. The Dutch publisher went to court and claimed compensation for the abrupt termination, as well as damages for copyright infringement.
Why did the Dutch court have jurisdiction?
The Dutch court had jurisdiction because the Swiss publishing house appeared in the proceedings without contesting it. Under Article 24 of the Lugano Convention, which applies between the Netherlands and Switzerland, that amounts to accepting the court’s jurisdiction.
The Lugano Convention contains rules on jurisdiction in civil and commercial matters between EU member states and Switzerland, Norway and Iceland. It closely resembles the Brussels I bis Regulation that applies within the EU. The main rule is that a defendant must be sued in the country where it is domiciled, but there are exceptions, for example for contractual obligations and for a choice of court.
This does not mean that a Dutch court always has jurisdiction over a Swiss company. Had the Swiss publishing house contested jurisdiction in time, the court would have had to examine whether one of the other grounds applied. If you are in a dispute with a foreign party, check this at an early stage.
Which law applied to the dispute?
The court applied Dutch law to the termination and Swiss law to the copyright claims. Contractual and non-contractual claims are subject to different conflict-of-law rules.
The termination: Dutch law
The claim about the termination was based on the agreement between the parties. The court therefore applied the Rome I Regulation on the law applicable to contractual obligations. The parties had not chosen the applicable law.
In that situation, Article 4(2) of Rome I provides that the law of the country where the party performing the characteristic obligation has its habitual residence applies. The characteristic obligation was the supply of editorial material, which the Dutch publisher performed. Dutch law therefore governed the termination.
The copyright claims: Swiss law
The copyright claims were not based on the contract but on the alleged unlawful use of protected material. For such claims, Article 8(1) of the Rome II Regulation provides that the law of the country for which protection is claimed applies.
The alleged infringement concerned a Swiss magazine and website aimed at the Swiss market. The Dutch publisher was therefore seeking protection in Switzerland, and the court applied Swiss copyright law to this part of the case.
When does a verbal collaboration become a continuing agreement?
A verbal collaboration becomes a continuing agreement when the parties, over a longer period, regularly exchange performances on the basis of the same arrangement. A contract under Dutch law does not require any particular form, so it can also arise from words and conduct.
The court qualified the collaboration as an oral continuing agreement (duurovereenkomst) for an indefinite period. It took into account, among other things, that:
- the collaboration had lasted around fourteen years;
- the performances were provided periodically, for each edition of the magazine;
- the core of the arrangement had remained largely the same for a long time;
- the Dutch publisher supplied material on a structural basis;
- the Swiss publishing house paid for it regularly.
No single factor is decisive. The court looks at the whole picture: how long the parties have worked together, how regular the performances are, whether there is exclusivity and how dependent the parties have become on each other.
Can an oral continuing agreement simply be terminated?
Yes, in principle a continuing agreement for an indefinite period can be terminated, even if the contract does not say so. The termination must, however, meet the requirements of reasonableness and fairness (redelijkheid en billijkheid) under Article 6:248 of the Dutch Civil Code (BW).
Under established Supreme Court case law, the nature and content of the agreement and the circumstances of the case can mean that termination is only possible with a sufficiently long notice period, or with an offer of compensation. The longer the relationship and the more dependent the other party is, the more is required. Relevant factors include the duration of the collaboration, the investments made, the share of turnover that depends on the relationship and the time the other party needs to adjust.
A termination does not have to be in writing, unless the parties agreed on a specific form. In this case, the verbal message from the Swiss representative counted as a valid termination. The question was not whether the collaboration could be ended, but whether it could be ended overnight.
Why was a notice period of twelve months reasonable?
The court considered it unacceptable that a collaboration of fourteen years was ended without any warning or compensation. It held that a notice period of twelve months would have been reasonable.
Because that notice period had not been observed, the Swiss publishing house had to compensate the income that the Dutch publisher could have expected during those twelve months. The court calculated this on the basis of the fixed fee per edition and the number of editions per year, converted into euros. Each party had to bear its own legal costs.
Twelve months is not a fixed standard. In another case, with a shorter relationship or a less dependent party, a court may find a few months sufficient. For a relationship of many years in which one party relies heavily on the other, a longer period is also possible.
Why were the copyright claims rejected?
The copyright claims failed because the Swiss publishing house was entitled to use the material during the notice period, and because the Dutch publisher had long accepted the digital use of older editions.
The Swiss company continued to use the supplied material in a number of editions after the termination. The court considered that this use fell within the period for which the Swiss company had to pay compensation. That use could therefore not be regarded as unlawful.
The digital availability of older editions did not lead to liability either. The Dutch publisher had been aware of this digital use for some time without objecting. The court concluded that it had tacitly consented to that use.
What can businesses learn from this ruling?
Put the key arrangements of a long-term collaboration in writing, especially on duration, termination and the use of material afterwards. A written contract does not prevent every dispute, but it makes clear what the parties can expect from each other.
In practice, we recommend that businesses:
- record the duration of the collaboration and the notice period in writing;
- include a clear termination clause, including any compensation;
- agree what happens to performances that have been paid for or are still to be delivered;
- record whether material may still be used after termination, and for how long;
- make arrangements about digital publication and archiving;
- object in writing and in good time to any use you do not accept;
- check which law and which court apply in an international collaboration, and consider a choice-of-law and choice-of-court clause.
If you want to end a long-term collaboration yourself, look not only at whether termination is possible, but also at how you do it. Announcing the end in good time, or offering a transitional period or compensation, reduces the risk of a claim.
In summary
- A long-term collaboration based on verbal arrangements can be an oral continuing agreement for an indefinite period.
- Such an agreement can be terminated, but reasonableness and fairness (Article 6:248 BW) may require a notice period or compensation.
- In this case, the court found a notice period of twelve months reasonable after fourteen years of collaboration and awarded compensation for that period.
- The copyright claims failed, because the use during the notice period was covered and the digital use of older editions had long been accepted.
- Record duration, termination and the use of material after termination in writing, and check which law and court apply.
Frequently asked questions
Can a verbal arrangement be a continuing agreement?
Yes. A contract does not need to be in writing. If parties regularly exchange performances over a longer period on the basis of the same arrangement, a continuing agreement can arise from their conduct. The court looks at the duration, the regularity of the performances, any exclusivity and how dependent the parties are on each other.
Can an oral continuing agreement for an indefinite period simply be terminated?
In principle, yes. The termination must, however, meet the requirements of reasonableness and fairness. Depending on the circumstances, a notice period or compensation may be required. In a long-term collaboration, ending it overnight without a transitional period is rarely acceptable.
Must a termination be in writing?
Not always. A termination does not require a specific form, unless the parties agreed otherwise. A clear verbal message that reaches the other party can be sufficient. A written termination is still advisable, because it avoids discussion about the content and timing.
Which court has jurisdiction in a dispute with a foreign party?
That depends on where the parties are established, any choice of court and the applicable international rules. In disputes with a Swiss party, the Lugano Convention applies. A defendant that appears in the proceedings without contesting jurisdiction accepts the jurisdiction of that court.
Which law applies if the parties are established in different countries?
For contractual claims, the Rome I Regulation applies. Without a choice of law, the law of the country where the party performing the characteristic obligation is based usually applies. For copyright infringement, the law of the country for which protection is claimed applies under the Rome II Regulation.
May material still be used after the collaboration has ended?
That depends on the arrangements and the circumstances. In this case, the use during the notice period was covered by the compensation, and the supplier had long accepted the digital use of older editions. Make clear arrangements about reuse, digital publication and archiving after termination.
Law & More advises businesses on drafting, terminating and litigating commercial agreements, including international collaborations. Unsure where you stand? Tell us about your situation. We will let you know your options within one working day.
