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).
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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.
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, with exceptions for contractual obligations and for a choice of court. Had the Swiss company contested jurisdiction in its first defence, the court would have had to examine those other grounds.
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, so the court 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 based on the alleged unlawful use of protected material, not on the contract. 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. Under Article 3:37(1) BW a contract requires no 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: the duration of the relationship, the regularity of the performances, any 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 (Hoge Raad) 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 investments made, the share of turnover that depends on the relationship and the time the other party needs to adjust.
Under Article 3:37 BW 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 the Dutch publisher could have expected during those twelve months. The court based this on the fixed fee per edition, CHF 12,000 in total, and awarded €12,597.60 at the average 2024 exchange rate. Each party had to bear its own legal costs.
Twelve months is not a fixed standard. With a shorter relationship or a less dependent party, a court may find a few months sufficient; for a relationship of many years with heavy dependence, a longer period is possible.
Why were the copyright claims rejected?
The copyright claims failed because the Swiss publishing house was entitled to use the material during the twelve-month 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. That use fell within the period for which it had to pay compensation, so it could not be regarded as unlawful. The Dutch publisher had also known of the digital availability of older editions for years without objecting, and the court concluded that it had tacitly consented.
What should you check if you want to end a collaboration?
Look not only at whether termination is possible, but also at how you do it. Under Article 6:248 BW the answer depends on duration and dependence.
- Check how long the collaboration has run and what share of the other party’s turnover depends on it.
- Check whether a notice period or termination clause was ever agreed, in writing or by email.
- Announce the end in good time and in writing, with a concrete end date.
- Consider offering a transitional period or compensation; after fourteen years the court here required twelve months.
- Record what happens to material or goods already paid for and their use after the end date.
What should you check if your business partner ends the collaboration?
Establish quickly what was agreed and what notice would have been reasonable. A claim for compensation is easier to build with documents from the outset.
- Collect invoices, emails and payment records that show the duration and regularity of the collaboration.
- Calculate your average income from the relationship per month or per edition.
- Record the date and form of the termination message.
- Object in writing and in good time to any use of your material that you do not accept.
- In an international relationship, check which court and which law apply before taking action.
What can we do for you with terminating a continuing agreement?
Our corporate lawyers advise businesses on drafting, terminating and litigating commercial agreements, including international collaborations.
- We assess whether your collaboration qualifies as a continuing agreement and what notice period is reasonable.
- We draft the termination letter, including a transitional period or compensation offer.
- We calculate the compensation claim for an abrupt termination and send the demand letter.
- We check jurisdiction and applicable law under the Lugano Convention, Rome I and Rome II.
- We draft a written agreement with duration, termination, choice-of-law and choice-of-court clauses.
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 €12,597.60.
- 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.
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 Swiss party?
In disputes with a Swiss party, the Lugano Convention applies. The main rule is the defendant’s domicile, with exceptions for contracts and a choice of court. A defendant that appears in the proceedings without contesting jurisdiction accepts the jurisdiction of that court (Article 24 Lugano Convention).
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 Article 8(1) of 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.
