What is the difference between breach and dissolution?

Breach is the failure to perform; dissolution is one remedy that unwinds the contract when the breach is serious enough.

Do I have to send a notice of default first?

Usually yes. Under Dutch law the debtor is generally in default only after a written notice setting a reasonable cure period, unless performance is already permanently impossible or a fixed deadline has passed.

Can I withhold my own performance if the other party breaches?

Often, yes. The right of suspension (opschorting) lets you pause your obligation in proportion to the other side's failure, but it must be proportionate and exercised in good faith.

How serious does a breach have to be to dissolve the contract?

Dissolution under BW 6:265 requires a breach that justifies it; a minor or trivial shortfall does not. For lasting impossibility you can dissolve immediately, otherwise generally only after the debtor is in default.

How long do I have to act on a breach?

Claims for breach are subject to limitation periods (in many cases five years under Dutch law), and waiting too long can also weaken your position. Document the breach and act promptly to preserve your remedies.

Breach of contract

A failure to perform any obligation under a contract without a lawful excuse.

Definition

Breach of contract occurs when a party does not perform a promised obligation (on time, in full, or at all) and has no valid excuse such as force majeure. Depending on severity, the other party may claim damages, suspend its own performance, or dissolve the contract. Under Dutch law a breach (tekortkoming) gives rise to damages under article 6:74 and, for sufficiently serious failures, a right of dissolution under 6:265.

Example

A supplier delivers software a month late and outside spec; the customer may claim resulting losses and, if the delay is material, dissolve the agreement.

Why this is a business risk

Breach is where contract value leaks away. When the other side underdelivers, the cost lands on you: delayed projects, rework, lost revenue, and the time and legal fees of enforcing your rights. The harder problem is usually evidence. Months later, few teams can show exactly what was promised, when it was due, and what was chased, which is precisely what you need to claim damages or dissolve.

How to manage it

Record the agreed obligation, deadline and acceptance criteria the moment you sign, so "late" or "defective" is provable later.
Send a written notice of default (ingebrekestelling) with a reasonable cure period before you claim damages or dissolve.
Keep dated evidence of the shortfall and your communications about it in one place.
Decide whether the breach is serious enough to dissolve, or whether suspending your own performance is the better remedy.
Escalate on a fixed timeline, so a claim does not weaken while you wait for the other side to fix it.

Legal references

Unless marked otherwise, references are to Dutch law (Burgerlijk Wetboek, the Dutch Civil Code); EU instruments such as the GDPR apply across the EU. This is general information, not legal advice. Other jurisdictions treat these concepts differently. Verify the current text and your situation with a qualified lawyer.

Frequently asked questions

Common questions about this term.