Can a Dutch legal counsel review a German contract?

For the structure and the risks often yes, but for specific German law local knowledge is wise. On iusmatch counsel in several countries are available.

Which language must the contract be in?

You can usually agree that yourselves, but some countries impose language requirements on certain documents, such as France for economic activity in France.

What does international legal help cost?

It depends on the legal field and the countries involved. Always ask up front for an estimate of the hours and the cost.

A cross-border contract (NL, DE, BE, FR)

The short answer

With a contract involving a counterparty abroad, three things change: which law applies, which court has jurisdiction, and how you enforce a judgment. Within the EU the Rome I and Brussels I bis Regulations mean you can often choose the law and the court yourself. Set those choices out in writing up front, because without a choice the law decides them for you.

Key takeaways

Settle up front which law and which court apply
Within the EU judgments are recognised without a separate procedure
Every country has its own rules that can affect your contract

What changes with a cross-border contract?

As soon as your counterparty sits in another country, three questions arise that you do not have to ask with a purely Dutch contract: which law applies, which court has jurisdiction, and how you get a judgment enforced. These three are independent. You can choose Dutch law and still end up before a foreign court, or the other way around. This explainer is general information, not legal advice.

The good news: within the EU much is settled by two regulations, and you may often make the key choices yourself, provided you record them up front.

Which law actually applies?

The law applicable to a contract is determined within the EU by the Rome I Regulation. The main rule is that the parties may choose the law themselves (article 3). If you make no choice, the regulation fills it in (article 4): for a sale of goods the law of the country where the seller is established applies, and for services the law of the service provider.

Note two things. A choice of law is not the same as a choice of court; you settle that separately. And mandatory protective rules can partly override a chosen law, for example for consumers. In short, you may choose a lot, but not everything. So have a sensitive contract reviewed; see how a contract review works.

Where do you litigate if it goes wrong?

The competent court within the EU follows from the Brussels I bis Regulation. The main rule is that you sue a counterparty in the country where they are established (article 4). You may, however, choose a court through a choice-of-court clause (article 25). And a judgment from one EU country is recognised in the other member states and can be enforced without a separate recognition procedure (articles 36 and 39).

In practice this means a good combination of a choice of law and a choice of court saves you a lot of uncertainty. Set both out explicitly in the contract.

Think about enforceability too. A judgment you obtain within the EU can be enforced in the other member states without a separate recognition procedure, but outside the EU those rules differ. So choose your forum and law not only on what sounds legally comfortable, but also on where the counterparty and their assets actually are. A judgment you cannot enforce anywhere does not help you in the end.

Which differences between NL, DE, BE and FR surprise entrepreneurs?

Even with a chosen law, it pays to know the local quirks. A few examples, each as general information:

Germany: the statutory limitation period for defects in movable goods is in principle two years, and five years for building works (section 438 BGB). Anyone used to setting warranty terms contractually should reckon with these default periods.
Belgium: since 1 December 2020 the rules against unfair terms also apply between businesses (Book VI of the Economic Code). A strongly imbalanced clause can therefore be void in a B2B contract too.
France: the Loi Toubon can require the use of French for documents used in an economic activity in France, which can affect contracts and commercial communication.

Treat these points as things to watch, not as complete rules; the position can differ per situation.

When do you need local help, and how do you find it?

For the structure and the allocation of risk, a Dutch legal counsel can often assess a cross-border contract well. As soon as it comes down to specific national law, for example a mandatory rule in Germany or France, local knowledge is wise. iusmatch works with verified counsel in NL, DE, BE and FR, and the anonymous intake works across the border too: you put your situation forward without giving away your name, as with anonymous legal advice.

That way you keep one platform for a contract that touches several countries. See how iusmatch works for clients to have your cross-border contract assessed.

Frequently asked questions

Can a Dutch legal counsel review a German contract?: For the structure and the risks often yes, but for specific German law local knowledge is wise. On iusmatch counsel in several countries are available.
Which language must the contract be in?: You can usually agree that yourselves, but some countries impose language requirements on certain documents, such as France for economic activity in France.
What does international legal help cost?: It depends on the legal field and the countries involved. Always ask up front for an estimate of the hours and the cost.