A long-term business relationship does not need to be recorded in writing to have legal consequences. This follows from a ruling of the Rechtbank Midden-Nederland (Central Netherlands District Court) of 22 October 2025 (ECLI:NL:RBMNE:2025:6129), concerning a collaboration between a Dutch publisher of a magazine about classic cars and a Swiss publishing house.
The parties had worked together for years on the basis of verbal arrangements. When the Swiss publishing house ended the collaboration overnight, a dispute arose over whether this was permitted, given that an oral continuing agreement existed. There was also a question whether reusing previously supplied material infringed copyright.
The court ruled that an oral continuing agreement for an indefinite period existed. Its immediate termination was not lawful. The Dutch publisher was entitled to compensation equivalent to a notice period of twelve months. The copyright claims, however, were rejected.
The collaboration
Since 2010, the Dutch publisher had supplied articles and photographs to the Swiss publishing house for payment. The Swiss company used the material in its own magazine about classic cars, and later also published photos from the collaboration on its website.
Initially, the Dutch publisher also carried out layout work. Later, the collaboration mainly consisted of periodically supplying material and invoicing for it.
Jurisdiction of the Dutch court
Because the Swiss publishing house was established in Switzerland, the court first had to assess whether the Dutch court had jurisdiction.
The court applied the Lugano Convention. The Swiss party appeared in the proceedings without contesting the jurisdiction of the Dutch court. As a result, the Dutch court was deemed to have jurisdiction in this case.
This does not mean that the Dutch court automatically has jurisdiction in every case against a Swiss company. Jurisdiction must always be assessed based on the circumstances and the applicable international rules.
Which law applied?
The court distinguished between the contractual claims and the copyright claims.
The termination: Dutch law
The claim regarding the irregular termination was based on the agreement between the parties. The court therefore applied the conflict-of-law rules of the Rome I Regulation.
The parties had not made a choice of law. In such a situation, the law of the country where the party performing the characteristic obligation is established generally applies. In this case, that was the Dutch publisher, since it supplied the editorial material.
Dutch law therefore applied to the termination of the collaboration.
The copyright claims: Swiss law
A different starting point applied to the claims for copyright infringement. These were not contractual claims, but claims based on the alleged unlawful use of copyright-protected material.
Copyright protection is, in principle, governed by the law of the country for which protection is sought. The alleged infringement related to a Swiss website and a magazine aimed at the Swiss market. The court therefore applied Swiss law to this part of the case.
The collaboration was an oral continuing agreement
The court qualified the collaboration as an oral continuing agreement for an indefinite period.
The following circumstances, among others, were relevant:
- the collaboration had lasted around fourteen years
- the performances were provided periodically
- the core of the arrangement had remained largely the same for a long time
- the Dutch publisher structurally supplied material
- the Swiss party paid for this on a regular basis
In determining a reasonable notice period, the duration of the collaboration, the interests of the other party, and the consequences of termination all play a role.
In this case, the collaboration was ended overnight. The Swiss publishing house gave no warning and offered no compensation. According to the court, given the long duration of the collaboration and the consequences for the Dutch publisher, this was not acceptable.
The court therefore set a reasonable notice period of twelve months. The Dutch publisher received compensation equal to the income it could have expected to receive during that period.
The copyright claims were rejected
The court rejected the claims for copyright infringement.
An important reason was that the Swiss publishing house continued to pay for the use of the material during the fictitious notice period. Under these circumstances, the use of the material during that period could not be regarded as unlawful.
The digital availability of older editions likewise did not lead to the claims being upheld. The Dutch publisher had been aware of the digital use of older editions for some time without raising timely objections.
For the practice, the following points are relevant:
- record agreements on duration and termination in writing
- include a clear termination clause
- determine what happens to prepaid or still-to-be-delivered performances
- record whether material may still be used after termination
- make agreements about digital publication and archiving
- document objections to unauthorised use in a timely manner
- check, in the case of international collaboration, which law and which court apply
A written contract does not prevent every dispute, but it does make clearer what the parties may expect from each other.
Conclusion
A verbal collaboration can grow into an oral continuing agreement for an indefinite period. In a long-term relationship, termination without a notice period and without compensation can conflict with reasonableness and fairness.
In this case, that resulted in compensation based on a notice period of twelve months. The copyright claims failed, because payment had been made for use during that period and no timely objection had been raised against the digital use of older editions.
The key practical lesson is: anyone wishing to end a long-term collaboration should look not only at whether termination is possible, but also at how it is done and its consequences for the other party.
Frequently Asked Questions
Can a verbal arrangement be a continuing agreement?
Yes. An agreement does not need to be recorded in writing. If parties exchange performances on a regular basis over a longer period, an agreement can arise from their conduct. Whether there is an oral continuing agreement depends on the totality of the circumstances: the duration of the collaboration, the regularity of the performances, any exclusivity, and the extent to which the parties depended on each other.
Can an oral continuing agreement for an indefinite period simply be terminated?
In principle, an oral continuing agreement for an indefinite period can be terminated. However, the termination must satisfy the requirements of reasonableness and fairness. Depending on the circumstances, a notice period, a compelling reason, or financial compensation may be required. In a long-term collaboration, immediate termination without a transitional period is not readily assumed.
Must a termination be in writing?
Not always. A termination is, in principle, free of form, unless the parties have agreed on a specific form. A verbal notice can therefore be sufficient if it is clear and reaches the other party. However, a written termination is usually advisable, since it can prevent discussion about the content, timing, and scope of the termination.
Which court has jurisdiction in a dispute with a foreign party?
This depends on where the parties are established, any choice of forum, and the applicable international rules. In disputes with a party from Switzerland, the Lugano Convention may play a role. A defendant can also accept the jurisdiction of the court seized by appearing in the proceedings without contesting that jurisdiction. This must always be assessed on a case-by-case basis.
Which law applies if the parties are established in different countries?
For contractual claims, the rules of the Rome I Regulation are usually applied. If the parties have not made a choice of law, the law of the country with which the agreement is most closely connected generally applies, whereby the place of the characteristic performance can be important. A different regime applies to copyright claims: in principle, the law of the country for which copyright protection is sought is applied.
May material still be used after the collaboration has ended?
This depends on the agreements made and the circumstances of the case. In this case, it was relevant that payment was made for use during the period corresponding to the reasonable notice period, and that the Dutch publisher had been aware of the digital use of older editions for some time without objecting. This does not mean that material may always be used after a collaboration ends; it is important to make agreements about matters such as reuse, digital publication, archiving, and use after termination.
