THE BOTTOM LINE
- Conditional contract changes must be fully met. A “packagedeal” offering better terms in exchange for settling arrears is only valid if the arrears are actually paid. The court will not enforce new terms if the precondition is not met.
- Corporate formalities matter. An agreement to transfer a contract to a new legal entity (like an LLP) is not effective until all contractual conditions, such as official registration, are completed. The original party remains liable until then.
- Digital evidence is decisive. In a dispute over service usage, the party with clear, corresponding data—such as user logs, activity reports, and invoices—has a significant advantage. The court relied on the provider’s system data to dismiss claims of non-use.
THE DETAILS
This case involved a dispute between OmniLegal, a provider of legal leads, and a lawyer who used their service. The collaboration, which started with a fixed monthly fee, transitioned to a pay-per-lead model. When significant payment arrears accumulated, OmniLegal proposed a “packagedeal”: the lawyer would clear the outstanding balance, and in return, the billing model would change to a more favorable “pay-per-accepted-lead” system. The lawyer failed to pay the arrears, yet argued the new, more favorable terms should apply. The court disagreed, reinforcing that when a change in terms is conditional, the condition must be met first. OmniLegal was entitled to continue billing under the old terms until it unilaterally decided to switch the model to prevent the debt from escalating further.
The lawyer raised two key defenses, both of which were dismissed by the court. First, he claimed he was no longer the contracting party, arguing the agreement had been transferred to his Limited Liability Partnership (LLP). However, the contract explicitly stated this transfer was contingent on the LLP being registered in the Dutch commercial register. As this registration never occurred, the court found the lawyer remained personally liable for the obligations. Second, the lawyer disputed invoices by claiming he could no longer log in or access leads after a certain date. OmniLegal countered this with comprehensive digital evidence, including system logs showing leads being accepted and rejected, and partner review reports that matched the disputed invoices. The court found this evidence compelling and sufficient to prove the service was indeed being used.
Ultimately, the court affirmed OmniLegal’s right to terminate the agreement due to the substantial and persistent payment default. The lawyer’s counterclaim that the termination was unlawful and that he was owed damages was rejected. The court clarified that a significant breach of contract, such as failing to pay invoices totaling over €13,000, is a valid legal ground for dissolving the agreement. The ruling serves as a crucial reminder for businesses: ensure contractual changes are clearly documented and their conditions met, maintain meticulous records of service usage, and understand that non-payment gives the other party a powerful right to terminate the relationship.
SOURCE
Source: Rechtbank Gelderland
