Do Dutch contracts need consideration?

No. Consideration is a common-law concept; Dutch law instead requires offer and acceptance and a lawful, determinable obligation, with no need for mutual exchange of value.

What happens if a contract amendment has no consideration under English law?

The amendment may be unenforceable as a bare promise. The classic solution is to execute it as a deed, which is binding without consideration under English law.

Is past consideration valid?

Generally no under common law: something already done before the promise was made cannot be consideration for it. The act and the promise must be part of the same transaction.

Does a gratuitous promise create a binding contract under Dutch law?

It can. Dutch law does not require consideration, so a one-sided promise to pay or perform can be binding if the requirements of offer and acceptance are met and the obligation is lawful and determinable.

Why is consideration still written into Dutch-governed contracts with English parties?

Often because the English party uses a standard template drafted under English law. It does no harm under Dutch law and removes a potential argument if the governing-law choice is ever challenged.

Consideration

In common law, the value each party gives that makes a contract binding.

Définition

Consideration is a common-law requirement: a contract is only enforceable if each side provides something of value, such as money, goods, or a promise to act. It explains why a bare promise without anything in return is generally not binding under English or US law. Dutch civil law has no direct equivalent. The old causa (oorzaak) requirement was abolished, and a contract is binding on the basis of offer and acceptance and a lawful, determinable obligation.

Exemple

In a US contract, a company's promise to pay €10,000 is supported by the consultant's promise to deliver a report; each is consideration for the other.

Pourquoi c'est un risque pour l'entreprise

For businesses operating under English or US law, missing consideration can make a contract unenforceable, particularly when modifying an existing agreement without giving anything new in return. Dutch companies entering cross-border deals should be aware that their counterparts may insist on formal consideration language even when Dutch law does not require it.

Comment le gérer

When contracting under English or US law, verify that both parties provide something of value; a nominal sum ("£1") is sufficient but must be genuine.
For contract amendments under common law, include a recital of consideration or use a deed to avoid enforceability problems.
If the governing law is Dutch, you can omit consideration language, but explain the difference to common-law counterparties to avoid confusion.

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