Are you already doing business with Germany or looking to do so? Then the combination of coaching at Brilliant Work and legal and tax advice from Strick Rechtsanwälte & Steuerberater is indispensable. See here a very clear article about a piece of German legislation that can affect Dutch companies:
A deal is a deal!
- In commercial transactions, the recipient of a confirmation letter must immediately object if you do not want its contents to be used against you. If no objection is made, the contract becomes legally binding with the content as states the confirmation.
- The confirmation letter may already be accepted even if it is not responded to even though confirmation was expressly requested.
By the way, where this article refers to a letter, it can also refer to other forms of written communication, such as an e-mail, text message. The special thing is that in this case the silence of one party results in a binding declaration. The Bundesgerichtshof (= the German Federal Court of Justice, judgment of 08-05-2019 – VII ZR 207/16) recently revisited the above legal aspects.
The above points are relevant only if German law applies to your contract. They also only apply if you are dealing with business customers; they do not apply to consumers.
The special feature of such a confirmation letter (Kaufmännisches Bestätigungsschreiben) is that it confirms in writing agreements made verbally (including by telephone) by one or both contracting parties . Thus, the confirmation letter can serve as evidence . If the confirmation letter deviates from the previously verbally made agreements, the recipient does not object to the confirmation letter and accepts it, then according to German commercial custom the agreements expressed in the confirmation letter apply. This is excluded only if the recipient objects in time (within a reasonable, short period of time). Something else applies if the confirming party deviates with fraudulent intent from what was previously agreed or if the content of this confirmation letter contradicts what was verbally agreed to such an extent that the sender of the confirmation letter himself can no longer expect the recipient to accept the confirmation.
Dutch business owners regularly ask for confirmation of the contents of a letter or e-mail.
The practical tip: avoid legal discussions by waiving this confirmation.
Dutch law does not recognize a “Kaufmännisches Bestätigungsschreiben” as in German commercial law. In Germany, this is recognized even in the absence of an express statutory provision. By a confirmation letter, a legally binding statement can also be accepted by silence.
If you would like to learn more about this topic or have questions please contact:
Udo Croonenbrock
STRICK Rechtsanwälte & Steuerberater
Tel: 0049 – 2821 – 72220
Mail: croonenbrock@strick.de
Website: www.strick.de
