What is the difference between a condition precedent and subsequent?

A condition precedent suspends the contract until an event occurs; a condition subsequent ends an already effective contract when the event occurs.

Does the contract end automatically when the condition is met?

In principle yes, with retroactive effect, though the parties may agree it must be invoked within a stated period.

Can a party rely on its own failure to prevent the condition from being met?

No. Under BW 6:23, a party that in bad faith prevents the fulfilment of a condition is treated as if the condition had been met.

Are payments already made before the condition is triggered recoverable?

Yes, in principle, because the condition has retroactive effect. However, the parties can agree to limit or exclude retroactivity for payments already made or services already performed.

Can multiple conditions subsequent be included in one contract?

Yes. Each should be defined separately with its own trigger, deadline, and invocation right, so the parties always know precisely which condition has fired and what the consequence is.

Conditions Subsequent

Make a contract end automatically if a defined future event occurs.

O que é

A condition subsequent is a defined future event whose occurrence ends an existing obligation by operation of the contract, for example failure to secure financing or a permit being refused. Until the event occurs, the contract is fully effective.

Porque é importante

Conditions subsequent let parties commit now while keeping a clean, automatic exit if a key assumption fails. They avoid the need for a termination dispute: the contract simply unwinds when the condition is met.

Como aplicar

Describe the triggering event precisely and the deadline by which it must occur.
State who may invoke the condition and within what period after the event.
Distinguish a condition subsequent from a condition precedent (opschortende voorwaarde).
Address the unwinding: restitution of payments and return of any deliverables.

Dicas de negociação

• Set a clear cut-off date so the contract does not stay in limbo indefinitely.
• Limit who can invoke it to the party the condition is meant to protect.

Erros frequentes

• Confusing a suspensive (precedent) with a resolutive (subsequent) condition.
• Leaving the trigger vague, so it is unclear whether the condition has been met.

Referências jurídicas

Salvo indicação em contrário, as referências remetem para o direito neerlandês (Burgerlijk Wetboek, o Código Civil neerlandês); os instrumentos da UE, como o RGPD, aplicam-se em toda a UE. Esta é informação geral, não constitui aconselhamento jurídico. Outras jurisdições tratam estes conceitos de forma diferente. Verifique o texto em vigor e a sua situação com um advogado qualificado.

Perguntas frequentes

Questões comuns sobre esta cláusula.