THE BOTTOM LINE
- Due Diligence is Decisive: A buyer who performs thorough due diligence—including physical inspection of goods and paying a reasonable market price—can secure legal ownership, even if the goods were sourced from a fraudulent transaction.
- Fraud vs. Theft Is a Critical Distinction: Under Dutch law, the protection for a good faith purchaser is significantly stronger when goods are obtained via a scam (where the original owner is deceived into giving them up) compared to outright theft.
- Original Owners Bear the Risk: Suppliers who ship goods based on the reputation of a counterparty without securing payment are at risk. If scammed, they may have no legal recourse against a subsequent, innocent buyer who purchased the goods in good faith.
THE DETAILS
This case unwound a complex international trade fraud. A UAE-based apparel company, Apparel FZCO (“AG”), was deceived by fraudsters impersonating the major retailer TJ Maxx. Believing they had a legitimate €1.5 million deal, AG shipped a large consignment of Tommy Hilfiger clothing without receiving payment. The fraudsters then immediately sold the same shipment to a Dutch surplus stock trader, [gedaagde sub 1], for approximately €353,000. When AG discovered the fraud, they traced the goods to the Dutch buyer and sued, claiming they were still the rightful owner and demanding compensation for their loss.
The District Court of Midden-Nederland sided with the Dutch buyer, dismissing all of AG’s claims. The court’s decision hinged on whether the Dutch company qualified as a good faith purchaser under Article 3:86 of the Dutch Civil Code. This article protects buyers who acquire goods from a seller who lacks the authority to sell them, provided the buyer is in good faith. The court found that the Dutch company had acted diligently. Its director flew to Dubai to inspect the goods, the price paid was consistent with the market for surplus stock, and the transaction was facilitated through a previously known and trusted business contact. These actions demonstrated that the buyer had no reason to suspect the fraudulent origins of the goods.
Crucially, the court rejected AG’s argument that they could reclaim the goods because they were “stolen.” The law provides an exception allowing an original owner to recover stolen property within three years, even from a good faith buyer. However, the court drew a sharp line between theft and fraud. AG was not robbed; they were tricked into voluntarily shipping the goods. This act of deception constitutes fraud (“oplichting”), not theft (“diefstal”). Because the legal conditions for the theft exception were not met, the standard protection for a good faith purchaser applied in full. As a result, the Dutch company was deemed the legal owner of the clothing, and AG’s attachments on their property were ordered to be lifted.
SOURCE
Source: Rechtbank Midden-Nederland
