THE BOTTOM LINE
- Signed Contracts Trump Verbal Claims: A Dutch court has reinforced that the written scope of services in a signed agreement is paramount, even if a client later claims the understanding was for a more limited task.
- “Best Efforts” Obligation Is a High Bar: An IT consultant’s duty to make a “best efforts” attempt to pay a ransom was fulfilled when they quickly found a third-party payer after their own channel failed, preventing the client from claiming a breach of contract.
- Informal Communication Can Justify Major Invoices: The court upheld a €92,000 bill for 201 hours of work based largely on the contents of a project WhatsApp group, treating the chat log as sufficient proof of work performed.
THE DETAILS
The case before the Amsterdam District Court involved an accounting firm hit by a Lockbit ransomware attack. The firm hired “Responders,” an IT consultancy specializing in cyber incidents, to manage the crisis. When Responders presented an invoice for over €92,000, the client refused to pay, arguing that the consultant had failed to perform the single agreed-upon task: paying a pre-negotiated ransom of $200,000 by a specific deadline. The client claimed the contract was effectively voided when another company had to be brought in to make the final payment.
The court decisively sided with the IT consultant, focusing on two key pieces of evidence: the contract and the chat logs. The signed agreement explicitly listed “Negotiation with the ransomware group” as a core service, not just payment facilitation. Furthermore, an extensive WhatsApp chat history revealed the client was actively involved in discussions about new negotiation tactics after the consultant had to re-engage the hackers. This evidence directly undermined the client’s claim that the consultant’s role was limited to a simple, pre-arranged payment. The ruling makes it clear that what is written and signed will hold up in court, regardless of later assertions about a different verbal agreement.
Finally, the court addressed the client’s arguments that the consultant breached the contract by failing to execute the crypto payment personally and that the invoice was unsubstantiated. The contract specified a “best efforts” obligation. The court ruled that when the consultant’s crypto exchange blocked the transaction, their swift action in finding an alternative payment provider (within an hour) satisfied this duty. More importantly for CEOs and General Counsel, the court rejected complaints about the lack of detailed timesheets. It deemed the time-stamped, around-the-clock communication in the WhatsApp group sufficient evidence to substantiate the 201 hours billed, effectively turning the informal project chat into a binding record of work performed.
SOURCE
Rechtbank Amsterdam
