Many companies think they secure their legal position by sending a timely notice of liability or interruption letter. In the day-to-day practice of contract law, this is an understandable thought, as this is indeed how it works for claims for performance or damages.
But what if you also want to rescind the contract and recover previously paid compensation? The Supreme Court clarified in a clear judgment on 14 November 2025 that stricter requirements apply for interrupting the limitation period of a rescission claim. A single written communication will then not suffice. Anyone who overlooks this may definitively lose the right to terminate the contract. This judgment is therefore essential for any company that is or becomes embroiled in a dispute with a contracting party.
The ruling: Supreme Court 14 November 2025
The judgment was delivered by the Supreme Court of the Netherlands on 14 November 2025, under case number 24/00883 (ECLI:NL:HR:2025:1685). The case concerned an appeal in cassation against a judgment of the Amsterdam Court of Appeal of 12 December 2023 (ECLI:NL:GHAMS:2023:3111). The opinion of Advocate General T. Hartlief sought dismissal of the appeal in cassation. The Supreme Court did indeed dismiss the appeal.
What was at stake in this case?
The background to the dispute dates back to 1999. Carigna Investments N.V., a Curaçao-based company, became embroiled in proceedings concerning the sale of a property in relation to a third party's right of first refusal to buy. Those proceedings ultimately resulted in Carigna being ordered to pay damages of over €3.8 million plus statutory commercial interest.
During the damages proceedings, Carigna was assisted by a lawyer who committed professional misconduct. The lawyer put forward additional defences at oral argument on appeal, but the Amsterdam court of appeal dismissed those defences because they had been submitted too late, in violation of the two-conclusion rule. Those defences should have been raised at first instance or, at the latest, in the statement of appeal. As a result, Carigna was left with an order to pay millions of euros.
In March 2013, Carigna held its former lawyer and his firm liable for this professional misconduct. The liability notice stated that Carigna held the firm jointly and severally liable for the damages suffered and to be suffered. Carigna also claimed compensation or reimbursement of legal fees. Finally, Carigna reserved all rights and defences.
Five years later, in March 2018, Carigna's lawyer sent another letter to the firm. This letter referred to the earlier notice of liability and explicitly stated that Carigna unambiguously reserved the right to claim performance of the obligation to pay damages or reimbursement of costs incurred. The letter expressly stated that it was to be considered a written communication within the meaning of Section 3:317 of the Dutch Civil Code.
Subsequently, Carigna claimed in court not only damages, but also dissolution of the contract of assignment with the law firm, including repayment of previously paid invoices. It was precisely this dissolution claim that stranded on the point of prescription.
The crux: two different interruption regimes
Dutch limitation law has two separate regimes for interrupting the limitation period in Section 3:317 of the Civil Code. The first paragraph regulates the interruption of claims for performance of an obligation. For this, a written communication in which the creditor unambiguously reserves his right to performance is sufficient. Think of the classic interruption letter that many companies are familiar with and regularly send.
The second paragraph of Section 3:317 of the DCC concerns other legal claims. For these, a stricter requirement applies. A written summons only interrupts the limitation period if that summons is followed within six months by an act of prosecution within the meaning of Section 3:316 of the DCC. In practice, this means that after the letter within six months, you must actually start proceedings, for example by issuing a summons.
The big question in this case was under which regime the claim for dissolution of a contract falls. Is dissolution to be regarded as a claim for performance (paragraph 1), or as an "other legal action" (paragraph 2)?
The Supreme Court's opinion
The Supreme Court ruled unequivocally that the claim for dissolution falls under the regime of Article 3:317(2) of the Civil Code. This means that you cannot interrupt the limitation period of a rescission claim by merely sending a written notice reserving your rights. After that communication, you must also perform an act of legal action within six months, such as starting legal proceedings.
The Supreme Court went into the parliamentary history at length in this regard. When Section 3:317 of the Civil Code was drafted, the short limitation period of five years did not yet apply to the dissolution claim. That short period was only extended to the dissolution claim later, when the Implementation Act was debated. At the time, the legislator did not realise that this extension would create a difference in interruption regimes that could lead to difficult to explain results. After all, the legal action for dissolution could be lost earlier than the legal action for performance or compensation for the same failure due to this difference. The Supreme Court recognised this problem, but concluded that the text of Section 3:317 of the Civil Code is so clear that there is no room to bring the dissolution claim under the more lenient interruption regime of paragraph 1.
Moreover, the Supreme Court gave short shrift to the argument that it would follow from an earlier judgment of 11 January 2002 (ECLI:NL:HR:2002:AD4919) that subsection 1 nevertheless applies to the dissolution claim when combined with a claim for damages. The Supreme Court clarified that the 2002 judgment only means that the claim for damages and restitution is governed by paragraph 1 even when combined with a dissolution claim. But the dissolution claim itself remains governed by paragraph 2.
The consequence for Carigna was far-reaching. The default was known no later than March 2013. The five-year limitation period thus expired in March 2018. Although Carigna had sent a letter of interruption in March 2018, it had not instituted proceedings within six months thereafter. The termination claim was thus definitively time-barred and the claim for reimbursement of the claims paid was rejected.
What does this mean for your business?
The implications of this judgment extend far beyond the specific case of Carigna. In the day-to-day practice of contract law, situations regularly arise where a company not only wants to claim damages, but also wants to dissolve the contract. Consider a situation where a supplier structurally fails and your company wants not only to be compensated for damages, but also to recover invoices already paid through rescission and the resulting undoing obligations.
In such a case, if you only send a letter of interruption and then wait longer than six months to initiate proceedings, you may retain your right to damages, but you lose the right to rescind the contract. This can make a significant financial difference, especially in long-term contracts with substantial payment obligations.
The judgment also underlines the importance of careful wording in legal correspondence. The Amsterdam court of appeal ruled in this case that Carigna's interruption letters did not make it sufficiently clear that the right to rescind was also reserved. Although the letters talked about reimbursement of costs, the court ruled that the other party did not reasonably need to understand those letters, drafted by a lawyer, in such a way that they also reserved the right to rescind. That judgment shows how important it is to explicitly and fully state in interruption letters which rights you wish to reserve.
What can you do to secure your position?
After this judgment, it is essential for companies to sharply distinguish between the different types of claims when interrupting prescription. In the case of a breach of contract, you may have several claims, such as performance, damages and dissolution. Different interruption requirements apply to each of those claims.
If your company is considering dissolving an agreement due to a shortcoming, it is advisable not to wait too long before taking concrete steps. You can choose to immediately terminate out of court by means of a written statement, provided the default justifies that termination. In that case, undoing obligations arise which then qualify as claims for performance and are subject to the more lenient interruption regime of paragraph 1. Alternatively, you can choose to claim dissolution in court by bringing proceedings. In either case, you avoid the right to dissolution being time-barred.
In addition, when drafting letters of interruption, it is wise to always state explicitly and separately which specific rights you reserve. Do not only mention the right to damages, but also explicitly state that you reserve the right to terminate the contract. Use clear and unambiguous wording that is not open to multiple interpretations.
It is also advisable to set up a clear deadline monitoring after sending a letter of interruption. If you want to interrupt the limitation period of a rescission claim pursuant to Article 3:317(2) of the Civil Code, you have to perform an act of due process within six months of the written notice. Do not let that deadline expire. Make sure you seek timely legal advice on the necessity and right time to start proceedings.
Finally, it is advisable to periodically review your ongoing disputes and outstanding claims. Check whether there are any contracts in which there is a default and you may want to claim rescission. Assess whether the limitation period for that dissolution claim has been adequately interrupted and whether further action is necessary. Being proactive will prevent you from losing valuable legal claims unnoticed.
What can TK do for your business?
The Supreme Court judgment of 14 November 2025 shows that the rules around prescription and interruption are complex and that mistakes in this area can have far-reaching financial consequences. The difference between retaining and losing a claim for dissolution can amount to substantial sums. This is particularly true for companies whose business operations involve long-term contracts, cooperation agreements or assignment agreements.
TK has extensive experience in contract law, dispute resolution and liability. The Corporate & Commercial Litigation team advises and litigates for companies facing breaches of contract and helps secure all available remedies. Whether drafting watertight letters of interruption, assessing limitation issues or conducting proceedings for dissolution or damages, TK assists you with practical and strategic advice.
Do you want to know whether your claims are still timely interrupted? Or would you like advice on the best approach to a breach of contract? Then contact the Corporate & Commercial Litigation team. The team will be happy to think with you about the possibilities and risks in your specific situation.
