THE BOTTOM LINE
- Verbal agreements become ironclad over time: A long-standing business relationship, even without a written contract, can be legally recognized as a single, continuous agreement that cannot be terminated on a whim.
- Termination requires fair notice or pay: Abruptly ending a long-term commercial partnership can be costly. A Dutch court ordered a company to pay its former partner compensation equivalent to a 12-month notice period, citing principles of “reasonableness and fairness.”
- Silence can signal consent to digital use: If your business partner uses your licensed content digitally (e.g., on their website) and you don’t object, a court may later rule that you implicitly agreed to it, undermining future copyright claims.
THE DETAILS
This case involved a 14-year collaboration between a Dutch publisher ([eiseres] B.V.) and a Swiss publisher ([gedaagde] GMBH). The Dutch company supplied editorial photos and articles for the Swiss firm’s classic car magazine based on a simple verbal arrangement. After a personal falling-out between the company heads, the Swiss publisher abruptly ended the relationship. The Dutch court was asked to rule on both the sudden termination and subsequent claims of copyright infringement for the continued use of materials online. The court’s decision serves as a powerful reminder of the legal weight of informal, long-term business dealings.
The court first established that the consistent, 14-year history of transactions had evolved beyond a series of separate deals into a single, legally binding “continuous agreement” (duurovereenkomst). Under Dutch law, such agreements, even if unwritten, carry significant obligations. The court dismissed the Swiss publisher’s claim that a heated argument constituted a formal termination. Instead, it identified a later phone call, where the Swiss firm stated the collaboration was “beëindigd” (terminated), as the official act of ending the agreement. Given the longevity and nature of the partnership, the court deemed this immediate termination unreasonable and unfair. It ruled that a 12-month notice period would have been appropriate to allow the Dutch publisher to adapt to the loss of a significant revenue stream.
Crucially, the court’s contract ruling directly impacted the copyright infringement claims. The Dutch publisher argued that its content was being used unlawfully online after the termination. However, the court reasoned that the awarded compensation—equivalent to revenue from a 12-month notice period—effectively served as payment for a license during that time. Therefore, the Swiss company’s use of the material during this period was not an infringement. Furthermore, the court noted that the Swiss publisher had been offering digital versions of its magazine for over a year without any objection from the Dutch partner. This past conduct was interpreted as an implicit agreement to digital use, weakening the claim that the license was for print only. As a result, all copyright claims were dismissed, but the Swiss firm was still ordered to pay €12,597.60 for the improper termination.
SOURCE
Rechtbank Midden-Nederland
