Convertible loan to Crisp called in: equal treatment of investors carries weight
On 28 October 2026, the Amsterdam District Court ruled on a convertible loan of EUR 5 million that four investors agreed with online supermarket Crisp at the end of September 2024. The loan was to convert into preference shares. The investors wanted their money back.
No annulment for error or fraud
According to the court, Crisp painted too positive a picture in advance: it should have informed the investors about a working capital gap of EUR 1.8 million. Even so, the investors cannot annul the agreement. The parties had contractually excluded annulment for error (dwaling) after disbursement, and deliberate deception has not been established.
But a ground for calling in the loan
Crisp had undertaken not to grant other investors more favourable rights unless the four investors received them too. In the additional financing that followed, participating investors received so-called L-shares, giving their earlier investments the same preference as the new shares. That advantage could not be offered to the four investors. According to the court, this was in effect still the same financing round. It finds a material breach of a core agreement, making the loan due and payable: Crisp must repay EUR 5 million.
The subordination stands
The agreed subordination does remain in place. Amounts due to the bank and under the venture debt financing take priority. That subordination continues to apply even after the bank financing was taken over by another bank. According to the court, these were professional parties assisted by lawyers.
Practical tips
Draft equal-treatment (most favoured nation) provisions for investors carefully and test later financing rounds and new share classes against them.
A contractual exclusion of annulment for error can carry great weight; include it deliberately and weigh it when signing.
Record how subordination works on early repayment, including when the bank financing is later taken over or replaced.
More about our support for financing rounds and transactions can be found on our specializations page. Want to know what this means for your financing round? Contact us.
This blog provides general information and is not legal advice. For advice on a specific situation, please contact us.
