Role change at work: must I accept it?

No, you do not have to accept every change to your job, but you cannot refuse every change either. An employer can only change your role against your will if your contract contains a valid unilateral amendment clause and the employer has a compelling interest, or, without such a clause, if the employer makes a reasonable proposal because of changed circumstances that you can reasonably be expected to accept.

The two routes lead to different tests. With an amendment clause, Article 7:613 of the Dutch Civil Code applies. Without one, which is the more common situation, the question falls under Article 7:611 and the test the Supreme Court (Hoge Raad) set out in the Stoof/Mammoet judgment.

The consequence works both ways. Refusing a proposal that meets the Stoof/Mammoet test can itself lead to dismissal. Accepting a change in writing, under express reservation, protects your position while the discussion continues. Below we explain the test, show how it applies to duties, pay, working hours and place of work, and set out practical steps for employees and employers.

What counts as a change of role?

A change of role is a real change to the content of your job, not a practical instruction about how you do it. Instructions fall within the employer’s right of instruction; changes to the core of the job require your consent or must meet the legal test.

In Dutch employment law, there is an important difference between minor adjustments and substantial changes to the content of the job.

Which adjustments fall within the right of instruction?

Every employer may give instructions about how the work is done and about good order in the company (Article 7:660 of the Civil Code). If your manager asks you to use a new software system, to attend a weekly meeting on a different day, or to take on a temporary task that fits your skills, that usually falls within this right. An employee is generally expected to follow such instructions.

Which changes go further?

A real change of role touches the core of what you were hired to do. Examples:

• Different duties: a marketing manager who is asked to take on a sales role with cold-calling targets.
• Different working hours: a move from regular office hours to a rotating shift pattern including nights.
• Different place of work: a transfer from the Amsterdam office to a new head office in Rotterdam.
• Different responsibilities: a manager who loses his team and becomes an individual contributor.
• Transfer to another department: a move from a creative department to an administrative processing unit.

When a change touches the heart of the job, it is no longer an instruction but a change to your terms of employment. Then one of the two legal tests applies.

Does your contract contain an amendment clause?

Check your employment contract first. The legal test depends on whether it contains a unilateral amendment clause (eenzijdig wijzigingsbeding).

What if there is an amendment clause (Article 7:613 of the Civil Code)?

Then the employer may change the terms on the basis of that clause, but only under strict conditions:

• Written clause: the clause must have been agreed in writing, for example in the employment contract or in a staff handbook that you signed for.
• Compelling interest: the employer must have a compelling interest (zwaarwichtig belang) in the change. A trivial reason is not enough.
• Balancing of interests: the employer’s interest must be so weighty that, by the standards of reasonableness and fairness, your interest as an employee must yield to it.

If the employer can show, for example, that the survival of the business depends on a reorganisation that affects your role, its interest may outweigh your wish to keep your current duties. If the change is mainly a matter of convenience, your interest in stability will usually prevail.

Collective changes, for example to a working hours scheme, may also require the consent of the works council (ondernemingsraad) under Article 27 of the Works Councils Act (Wet op de ondernemingsraden). The courts take that consent into account when they weigh the interests.

What if there is no amendment clause?

Then your position is in principle stronger. A contract binds both parties, and one party cannot change it alone. Your consent is needed.

That does not mean you can refuse everything. Under Article 7:611 of the Civil Code, the employer must act as a good employer and you as a good employee (goed werkgeverschap en goed werknemerschap). Even without an amendment clause, you may be obliged to accept a change if it is a reasonable proposal made in response to changed circumstances. That brings us to the most important test in this area.

When must you accept a change? The Stoof/Mammoet test

You must accept a proposal if the employer had good reason to make it, the proposal is reasonable in all the circumstances, and acceptance can reasonably be required of you. The Supreme Court set out this test on 11 July 2008 (ECLI:NL:HR:2008:BD1847).

In that case, after an acquisition and integration, the employer proposed to change an employee’s role from technical director of a business unit to adviser to a vice-president. The employee refused and stopped working, and the employer stopped paying his salary. The Supreme Court held that the question is not whether the employee’s refusal is unacceptable by the standards of reasonableness and fairness, but that the matter must be assessed in steps. If the answer to all questions is yes, the employee must in principle accept the change.

1. Did the employer have good reason to make a proposal?

There must be changed circumstances that give the employer reason to propose a change. An employer cannot change your role on a whim.

Examples of good reasons:

• Reorganisation: the company restructures to avoid insolvency or to work more efficiently.
• Economic circumstances: a fall in revenue requires a leaner organisation.
• Technological developments: automation has made certain tasks obsolete.
• Performance: an employee is not coping in the current role, and a more suitable position is offered instead of dismissal.
• Changed market conditions: client demand requires different skills or a different focus.

Examples of insufficient reasons:

• Cost-cutting without necessity: reducing pay or demoting staff purely to increase profit.
• Personal conflict: moving an employee only because a manager does not like him.
• No clear reason: changing a role without any business strategy or justification.

2. Is the proposal reasonable?

Even if there is a good reason, the specific proposal must also be reasonable. The court looks at the actual offer on the table, in the light of all the circumstances.

Factors that play a role:

• How far-reaching is the change: a small adjustment, or a change that alters your daily working life completely?
• Financial effects: does the new role come with lower pay or the loss of a bonus?
• Career prospects: is the move a demotion, and does it stall your development?
• Travel: does a new location add significant commuting time, and is it accessible?
• Transitional arrangements: does the employer offer a phasing-out of pay, training or compensation for extra travel costs?

3. Can acceptance reasonably be required of you?

Finally, the focus shifts to you. Even if the reason is valid and the proposal is fair in general, the question is whether acceptance can reasonably be expected from you in particular.

Personal circumstances weigh heavily here:

• Length of service: an employee with 25 years of service may have more protection against a radical change than someone who has been employed for six months.
• Age: it may be unreasonable to ask an older employee to retrain extensively for a completely different trade.
• Family situation: a change in hours may be impossible for a single parent with fixed childcare arrangements.
• Health: physical limitations may make a proposed role unsuitable.
• Alternatives: did the employer look for options with less impact on you?

How does the test work in practice?

The outcome always depends on the facts. The following fictional examples, based on principles from case law, show how the factors work out.

Example 1: a radical change after long service

An employee has worked for a company for more than twenty years. As part of a modernisation, the employer proposes a far-reaching change to his duties that would effectively erase his specialised role and position. Given the very long service and the radical nature of the change, a court is likely to find the proposal unreasonable, so that the employee does not have to accept it.

Lesson: long service and the position an employee has built up weigh heavily in the balancing of interests.

Example 2: a change because of underperformance

An employee is not performing in a management role. The employer draws up a careful improvement plan, offers coaching and documents the problems. When there is no improvement, the employer offers a non-managerial role with a modest salary adjustment instead of seeking dismissal. A court is likely to find that proposal reasonable.

Lesson: a demotion can be a valid alternative to dismissal, provided the process is careful and the underperformance is proven.

Example 3: a necessary reorganisation

A company can show that it must reorganise for economic reasons. It consults the works council and looks at alternatives. The proposed change for one employee is significant but necessary to save the job. A court is likely to find that the employee must accept the change, because the alternative would probably have been redundancy.

Lesson: when the survival of the business or jobs is at stake, the business interest can outweigh the employee’s wish to keep things as they are.

Example 4: a change without a clear reason

An employer changes an employee’s role without a clear business reason. The new schedule conflicts with care duties that the employer knows about, and no alternatives are discussed. A court is likely to find that the employee was entitled to refuse.

Lesson: the lack of a clear necessity and the failure to consider private circumstances are fatal to the employer’s case.

What can you do as an employee? A step-by-step plan

Do not panic, but do not agree to anything immediately either. Ask for the proposal in writing, take time to consider it, and respond with reasons.

1. Ask for a written explanation

Do not rely on a conversation alone. Ask your employer to put the proposal in writing, including:

• the reason for the change;
• why this particular change is necessary;
• which other options were considered.

2. Take time to consider

You never have to sign a new contract or addendum on the spot. Ask for a reasonable period to consider the proposal; in practice one to two weeks is common. Use this time to discuss the impact with your family and, if needed, with a lawyer.

3. List your objections

Be specific about why you cannot or do not want to accept the change. Is the commute impossible because of school runs? Would the physical work aggravate a medical problem? Do you lack the skills for the new role? Is the pay cut financially unsustainable for your household?

4. Enter into dialogue

Once your arguments are ready, schedule a follow-up meeting. Be constructive. Instead of only saying no, explain why the proposal is a problem for you, and ask whether it can be adjusted, for example with a transitional allowance, a training budget or a trial period.

5. Get legal advice in time

If the employer puts pressure on you, refuses to listen or threatens dismissal, get legal advice straight away. That is especially important if a lot is at stake.

6. Keep a record of everything

Keep copies of all emails, letters and proposals. After a meeting, send your manager a short email summarising what was discussed. That record is invaluable if the case ends up in court.

7. Accept under reservation if necessary

If you do not want to escalate but also do not agree, you can start the new work while stating in writing that you do so under reservation of your rights. That keeps the discussion open without the risk of being accused of refusing work.

What should you do as an employer?

Prepare the change carefully and treat it as a legal process, not just a business decision. A well-documented reason, a real dialogue and support for the employee make a proposal far more likely to hold up.

1. Substantiate the need

Make sure you can prove why the change is necessary. Record the business reasons, the costs and benefits, and the alternatives you looked at and rejected. “Because we want to” is never enough.

2. Check the amendment clause

Review the employment contracts. Is there a valid amendment clause agreed in writing? If so, make sure you can show the compelling interest required to invoke it. If not, the Stoof/Mammoet test applies.

3. Consult carefully

Do not present the change as a done deal. Involve the employee early, listen to the objections and look for solutions. If an employee has a specific problem with the change, for example childcare on Wednesdays, see whether you can solve that problem. Where the change affects a group, check whether the works council must be involved.

4. Offer support

A proposal becomes much more reasonable in the eyes of a court if you offer support, such as:

• training for the new duties;
• a gradual phasing-out of the salary reduction, if pay goes down;
• compensation for extra travel costs.

5. Record the change

Once agreement is reached, record it clearly in writing. Update the job description and the employment contract, and provide the employee with the changed information in writing, as Article 7:655 of the Civil Code requires.

6. Consider what happens if the employee refuses

Before you start, ask yourself: what if the employee says no? Are you prepared to accept that, or to start dismissal proceedings? Dismissal for refusing a proposal goes through the subdistrict court, not the Employee Insurance Agency (UWV), and you will need a strong file.

What happens if you cannot agree?

If the dialogue ends in deadlock, the employee in principle keeps the current role and pay, and it is up to the employer to decide whether to accept the refusal or to go to court. The subdistrict court (kantonrechter) then applies the Stoof/Mammoet test.

What are the risks for the employee?

In the short term, you usually keep your current role. If the employer reduces your pay without a valid basis, you can claim the difference. But refusing a reasonable proposal has consequences. It puts pressure on the working relationship, and if a court finds your refusal unreasonable, your contract can be dissolved.

If you persistently refuse to carry out reasonable instructions, the employer may even have grounds for summary dismissal (Article 7:678(2)(j) of the Civil Code). And if the court finds that you acted seriously culpably, you may lose your right to the transition payment (transitievergoeding).

What are the risks for the employer?

The employer can accept the refusal and leave things as they are, or it can ask the subdistrict court to dissolve the employment contract. Possible grounds are culpable conduct of the employee (Article 7:669(3)(e) of the Civil Code) or a seriously and permanently disrupted working relationship (Article 7:669(3)(g)).

This is risky. If the court finds that the proposal was unreasonable, it will refuse the request. If the employer itself acted seriously culpably, the court can also award the employee fair compensation (billijke vergoeding) on top of the transition payment.

The court weighs the employer’s business interest against the employee’s personal interest and applies the Stoof/Mammoet test strictly.

Accepting or refusing a change of role

A change of role disrupts the stability of your working life. Employers need flexibility to run their business; employees rely on their contract for security. The law balances these interests through good employment practice and reasonableness.

For employees, the key is to assess the proposal calmly: is there a real need, and is the offer fair? For employers, the key is openness and a careful procedure: have you built a solid case and treated your staff with care? Whether an interest is compelling enough is often a matter of legal judgement, so do not sign anything too early.

In summary

• An employer may give instructions about how you work, but a real change to the content of your job requires your consent or must meet a legal test.
• With a written amendment clause, the employer needs a compelling interest that outweighs yours (Article 7:613 of the Civil Code).
• Without such a clause, you must accept a change if the employer had good reason, the proposal is reasonable and acceptance can reasonably be required of you (Stoof/Mammoet, 2008).
• Refusing a reasonable proposal can lead to dissolution of your contract; refusing an unreasonable one is your right.
• Ask for the proposal in writing, take time to consider, respond with reasons and, if needed, accept under reservation.

Frequently asked questions

Law & More advises employees and employers on changes of role, reorganisations and the disputes that can follow. Unsure where you stand? Tell us about your situation. We will let you know your options within one working day.

How Law & More can help you with this is explained on our employment lawyer page.