Note on the Amsterdam Court of Appeal, October 21, 2025, JOR 2026/2843

Restart following bankruptcy. Third-party clause stipulating that employees of the bankrupt entity must be offered a new employment contract by the entity taking over the business, subject to a penalty payment to be made to a food bank. Explanation and purpose of the third-party clause. Employee is not offered an employment contract. The penalty clause does not preclude a claim for damages. [Civil Code Art. 6:92, 6:253]

The appellant’s argument that it is not the respondent but the food bank that has the right to claim the performance stipulated in Article 10.1, and that the clause is not a third-party clause for the benefit of the respondent, fails.

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