Right of suspension

Definition

A right of suspension lets a party temporarily withhold performance when the counterparty fails to perform a connected obligation, pending correction. Dutch law provides a general right of suspension (article 6:52 BW) and, for reciprocal contracts, the exceptio non adimpleti contractus (article 6:262 BW), which must be exercised proportionally. Suspension is a pressure tool, not a termination: the obligation revives once the other party performs.

Example

Faced with an unpaid invoice, the supplier suspends further deliveries until payment is received.

Why this is a business risk

Exercising a right of suspension disproportionately or against the wrong obligation can itself constitute a breach of contract, turning the suspending party into the defaulting one. Businesses that invoke suspension without a clear paper trail documenting the underlying failure and proportionality analysis risk significant legal exposure. Equally, failing to invoke suspension when entitled to do so may weaken your position in subsequent dissolution or damages proceedings.

How to manage it

• Document the underlying failure precisely (what obligation, when due, what was received) before invoking suspension.
• Check proportionality: the value of what you suspend must not be disproportionate to the obligation in default.
• Give the other party written notice of the suspension and the conditions for lifting it.
• Take legal advice before suspending in a critical relationship, as the consequences of wrongful suspension can be severe.

Legal references

• BW 6:52 Dutch Civil Code: general right of suspension Dutch law
• BW 6:262 Dutch Civil Code: exceptio non adimpleti contractus Dutch law

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.