It is important to note that a legal entity, such as a limited liability company or a foundation, is an abstract entity, created by the law. With respect to the possibility of obtaining rights and obligations, this legal entity is equal to a natural person. However, there must always be a legal act or a factual act by a natural [...]
In Dutch Caribbean law on personal security rights, the concept of joint and several liability takes a central position. Joint and several liability occurs when several debtors are liable for the same debt, and each for the full amount of that debt. Suretyship is a specific contractual form of joint and several liability. It is probably the most well-known type [...]
Where the articles of association determines the relationship between the company and its shareholders, the shareholders' agreement is a private agreement between the shareholders themselves. The shareholders' agreement, compared to the articles of association, provides a more flexible instrument to structure the relationship among the shareholders. In principle, a shareholders' agreement merely creates a contractual relationship, and is not directly [...]
Dutch Caribbean law contains various statutory provisions on creditor protection. They include the so-called actio Pauliana, which can be used to contest legal acts concluded to the detriment of one or more creditors. Any creditor who is adversely affected by such a legal act may request the annulment of that act. Such an annulment by a creditor presupposes that the [...]
Under Dutch Caribbean law, the relationship between parties in negotiations is governed by the principles of good faith, reasonableness and fairness. Generally, parties are free to break off negotiations unless they have led the other party to have justified expectations. The consequences of unilaterally terminating negotiations will depend on which phase the negotiations are in. In case law, different negotiating [...]
A license contract is an agreement whereby one party, the licensor, grants another party, the licensee, a specific right to use a property right. This is often an intellectual property right, for example a trademark, a domain name, or copyrighted work. A well-known form of a license agreement involves an agreement to grant a software license. Through a software license, [...]
Under Dutch Caribbean law, the term warranty is not a clearly defined legal concept. A warranty is a contractual provision that must be interpreted in order to establish its exact meaning and legal consequences, whereby the literal wording is not decisive per se. It is equally important which meaning the parties could reasonably ascribe to (the provisions in) the agreement [...]
Last month the Supreme Court ruled on the legal matter of qualification of an agreement as an employment contract. In its ruling, the Supreme Court draws attention to the fact that, contrary to what is sometimes argued, party intent is not relevant to the question whether an agreement should be classified as an employment contract. The Supreme Court considered that [...]
In Aruba, the law on legal entities is spread over the Aruban Commercial Code, the National Ordinance on Foundations, the Civil Code, the National Ordinance on Cooperative Societies, and the National Ordinance on Limited Liability Companies. An amendment of the law has been prepared, which will become effective on Januari 1, 2021, that will consolidate all of the regulations in [...]
Dutch Caribbean law provides for a so-called squeeze-out procedure. Meaning, that a major shareholder holding at least 95% of the shares can enforce, through a court procedure, that the minority shareholder(s) transfer(s) his/their shares to him for a price to be determined by the court. In a judgment rendered last month, the Supreme Court ruled that, in a squeeze-out procedure, [...]
Earlier this month the Supreme Court provided answers to two legal questions of great importance to the financial (banking) practice. The first question was to what extent claims of a bank on a borrower are by their nature non-transferable to a non-bank. Additionally, the Supreme Court provided an answer to the question to what extent the bank's duty of care [...]
In a recent judgement the Supreme Court ruled on the legal question whether an insurance portfolio can be validly pledged. In the case at hand the lender and the borrower entered into a credit agreement, which also entailed a deed of pledge, relating to the borrower's insurance portfolio (which was to include agreements that the borrower concluded with insurers, and [...]