If you entered into a contract that you would not have concluded had you had the correct information, you may, subject to conditions, annul it on grounds of mistake (Article 6:228 of the Dutch Civil Code (BW)) or, if the other party deliberately misled you, on grounds of fraud (Article 3:44 BW). Annulment has retroactive effect: the contract is treated as if it never existed, and whatever has been paid or delivered must be returned.
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Written by Onur Arslan, attorney at Arslan Advocaten. Registered in the specialisation register of the Netherlands Bar (Nederlandse orde van advocaten) for employment law and personal injury. Last updated: 17 September 2026.
Written and legally reviewed by Onur Arslan, attorney at Arslan Advocaten. Registered in the specialisation register of the Netherlands Bar for employment law and personal injury. Reviewed on 17 September 2026 against the statutory text on wetten.overheid.nl.
The van has done far more kilometres than the odometer showed. The online shop you took over never generated the turnover shown in the figures. The house you bought turns out to be in an area where a development plan will change the entire surroundings, and the seller knew this. In such situations, the question is not only whether you have suffered loss, but whether you can get out of the contract.
Mistake or fraud: what is the difference?
In the case of mistake, you had an incorrect understanding of the facts; in the case of fraud, the other party deliberately caused that incorrect understanding.
| Mistake (Art. 6:228 BW) | Fraud (Art. 3:44 BW) | |
|---|---|---|
| Essence | You were mistaken about an essential point | You were deliberately misled |
| Intent of the other party required? | No | Yes |
| Most difficult point in practice | Was the mistake at your own risk? | Proving intent |
| Compensation in addition to annulment | Not on the basis of mistake itself | Yes, fraud is also a tort |
| Time limit for annulment | Three years after discovery (Art. 3:52 BW) | Three years after discovery (Art. 3:52 BW) |
In proceedings, both grounds are often put forward: fraud as the primary claim, mistake in the alternative. If intent cannot be proven, mistake may still succeed.
When can you rely on mistake?
A mistake alone is not enough: you must not have concluded the contract had you had a correct understanding of the facts, and the mistake must fall within one of the three statutory cases.
Under Article 6:228(1) BW, a contract concluded under the influence of mistake can be annulled if:
- a. the mistake is attributable to information provided by the other party, unless the other party could assume that the contract would have been concluded even without that information;
- b. the other party, in view of what it knew or ought to have known about the mistake, should have informed you: a breach of the duty to disclose;
- c. the other party, when concluding the contract, proceeded on the same incorrect assumption as you (mutual mistake), unless, even with a correct understanding of the facts, it need not have understood that this would have kept you from concluding the contract.
There are two important limitations in paragraph 2. Reliance on mistake cannot be based on a mistake that relates solely to a future circumstance. Nor is it possible if the mistake should remain at your own risk, given the nature of the contract, generally accepted views or the circumstances of the case.
Duty to disclose versus duty to investigate
In practice, almost every mistake case turns on the tension between two duties: should the seller have told you, or should the buyer have investigated it themselves? The starting point in case law is that a breach of the duty to disclose in principle weighs more heavily than an inadequate investigation by the buyer. Anyone who knew something that was evidently of essential importance to the other party usually cannot hide behind the argument that the other party should have paid more attention. But this is not an absolute rule: more investigation is expected of a professional buyer than of a private individual, and what was plainly visible is more likely to be at the buyer’s risk.
When is there fraud?
Fraud requires that the other party deliberately induced you to enter into the contract by an incorrect statement, by concealing a fact it was obliged to disclose, or by some other artifice (Article 3:44(3) BW).
Two nuances. General sales talk, such as “a beautiful car” or “a thriving business”, does not in itself amount to fraud, even if it turns out to be exaggerated. And fraud by a third party only counts against the other party to your contract if that party knew or ought to have known of it (Article 3:44(5) BW).
The most difficult element is proving intent. This rarely follows from a confession, but often from the circumstances: a wound-back odometer, a concealed letter from the municipality, deliberately adjusted figures.
How do you annul a contract?
You annul a contract by means of a written statement to the other party, or by asking the court to annul it (Articles 3:49 and 3:50 BW).
An out-of-court statement is often sufficient and the quickest route. In it, describe which contract you are annulling, on what grounds, and what you are claiming back. If the other party does not cooperate, the court can be asked to confirm the annulment and to order repayment.
Mind the time limit. The right to annul becomes time-barred three years after the mistake or fraud was discovered (Article 3:52(1)(c) BW). Anyone who sits on the discovery loses their right.
What happens after annulment?
Annulment has retroactive effect to the moment the contract was concluded (Article 3:53 BW): whatever the parties have already performed for each other must be returned.
You return the car and get the purchase price back; the seller can no longer demand payment. This restitution follows the rules on undue payment (Article 6:203 BW). If restitution is not practically feasible (the business has since been completely restructured), the court may attach consequences to the annulment or award compensation instead.
Amendment instead of annulment
Sometimes annulment is not what you want: you want to keep the car, but not pay the full price. For this, Article 6:230 BW offers two routes. At the request of a party, the court can amend the effects of the contract to remove the disadvantage, for example by reducing the price. Conversely, your right to annul lapses if the other party proposes, in good time, an amendment that adequately removes your disadvantage.
By way of illustration. A painter buys a used van from a car dealer. The odometer shows 90,000 kilometres; the advertisement states “dealer-maintained, low mileage”. Six months later, the maintenance history shows that the van had already done 210,000 kilometres with its previous owner. The question then is not only whether the van is “in good order”, but whether the buyer was misled. If the car dealer adjusted the odometer or saw the records and concealed them, fraud is the obvious ground, with a right to annulment and compensation. If intent cannot be proven, mistake based on incorrect information remains: the advertisement expressly referred to low mileage. This is a hypothetical example to illustrate the rule, not a case handled by our firm.
What you should do
- Record what you were told. Advertisement, emails, app messages, brochure, witnesses. The information that misled you is the core of your case.
- Record what you discovered later, and when. The date of discovery determines the time limit.
- Choose your objective. Do you want to get out of the contract, or keep it on better terms? That determines whether you annul or ask for an amendment.
- Send a reasoned notice of annulment with a specific deadline for repayment.
- Consider other routes alongside or instead of annulment, such as termination for non-conformity. These lead to different consequences and can sometimes be stronger.
- Do not wait too long. Besides the three-year time limit, it also matters that after discovery you do not give the impression that you accept the contract after all.
Frequently asked questions
Can I also annul a contract if I did not read it properly?
As a rule, no. Anyone who signs without reading usually bears the risk themselves. The position is different if the other party told you something incorrect about what the contract contained.
Can reliance on mistake be excluded by contract?
In business contracts this happens regularly, for example in a company acquisition. Such an exclusion can be effective, but it offers no protection against fraud.
What is the difference from termination?
Annulment concerns a defect at the time the contract was concluded: your intention was formed on an incorrect basis. Termination concerns a failure in performance. The consequences differ, including with regard to compensation.
As a consumer, I was misled by a webshop or a doorstep seller. Does this also apply?
Yes, and as a consumer you also have an additional route: a contract concluded as a result of an unfair commercial practice can be annulled under Article 6:193j(3) BW.
Will my costs also be reimbursed?
In the case of fraud, you can claim compensation on the basis of tort in addition to annulment. With mistake alone, this is not a given; it requires a separate legal basis.
Have your position assessed
Arslan Advocaten assesses whether annulment, amendment or termination is the strongest route, drafts the statement and, where necessary, conducts the proceedings.
Call 070 450 0300 or send your question via the contact form.
Read also
- Is accepting a quotation by email or WhatsApp binding?
- Force majeure in a contract
- Business energy contract concluded by telephone or misled by an intermediary: in a disputed business energy contract, the recording, the digital confirmation and any power of attorney are important
- Business law: legal questions from entrepreneurs
Sources and legal basis
- Dutch Civil Code, Book 3: Articles 3:44, 3:49, 3:50, 3:52 and 3:53.
- Dutch Civil Code, Book 6: Articles 6:203, 6:228, 6:230 and 6:193j.
Sources checked on 17 September 2026.
This page provides general information and is not legal advice on your own situation. No rights can be derived from its content.
