Post-acquisition service agreement terminated early: € 130,000 reasonable fee and directors liable
On 4 November 2026, the District Court of Oost-Brabant published a final judgment of 28 October 2026 on an acquisition with a linked service agreement. The case shows how part of the purchase price can run through a service agreement, and what happens if that agreement is terminated early.
What happened?
In early 2023, an entrepreneur sold all shares in her company for € 93,000. On the same day, the sold company entered into a five-year service agreement with the seller's company: sales work for a 10 percent commission. According to the parties, the commission was a way to recoup the lower purchase price. After just over ten months, the company terminated with immediate effect. A month later it sold its business on, leaving an empty shell.
Termination was allowed, but not like this
A client can always terminate a service agreement, unless the parties have excluded or limited that right. The manner of termination, however, was unreasonable. The contractor receives a reasonable fee (Article 7:411 of the Dutch Civil Code) of € 130,000 excluding VAT; the starting point was over € 265,000 in commission over the remaining term. The buyer must also pay the remainder of the purchase price, € 43,000.
Directors jointly liable
The buyer and its directors are jointly and severally liable as (indirect) directors of the sold company. They stripped the company while knowing that the contractor was claiming payment, without reserving anything.
Practical tips
If part of the price runs through a service agreement, state expressly whether and how it may be terminated early, and what is then owed.
Link the service agreement and the purchase agreement in substance, for example with an early termination fee or an earn-out.
As a director: reserve for known claims before removing assets from a company.
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This blog provides general information and is not legal advice. For advice on a specific situation, please contact us.
