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In the Netherlands, the legal concept of ¨wilsovereenstemming¨ (mutual agreement of intent) is central to contract law. It determines when a rental agreement becomes legally binding, even if nothing has been signed yet. This blog explains how this works in the rental market and compares it to the purchase market.
We reviewed the following legal aspects together with Roos de Grave, lawyer specializing in the Dutch rental market at Köster Lawyers.
What is “mutual agreement of intent” in a Dutch rental contract?
Mutual agreement of intent means that both parties (tenant and landlord) agree on the essential elements of a rental contract. According to Article 6:217 of the Dutch Civil Code, a contract is formed through an offer and acceptance, and this can happen in any form: written, verbal, or even via WhatsApp or email.
“A contract is concluded by an offer and the acceptance thereof. An offer may be made in any form.”
Article 6:217 BW
In rental agreements, the essential elements are:
- The object being rented (which house or apartment),
- The rental price, and
- The duration of the lease (or at least the understanding that it concerns a rental).
If a prospective tenant says, “I’d like to rent this property for €2,000 per month,” and the landlord explicitly replies, “I accept your offer,” then a legally binding agreement may already exist, even if nothing has been signed. The other way around (the landlord suggesting the tenant to rent the property for € 2.000 per month) is the same but less usual in the current market.
If, as a prospective tenant, you do not wish to commit yourself to a tenancy agreement yet, it is important to make this explicitly clear in all your communication.
Conditional acceptance: no agreement yet
In practice, landlords often include conditions before confirming a rental agreement. For example:
- “We will only have a binding agreement once the written rental contract is signed by both parties,” or
- “Subject to approval” in the listing.
In these cases, the acceptance is conditional, and no binding agreement exists yet.
Communication matters
The way parties communicate, especially via informal channels, can be decisive. For example:
- “I accept your offer” → this typically indicates that a binding agreement has been formed (provided the essential elements are clear).
- “We’ll proceed with the contract” → If the essential elements of the rental agreement have already been agreed upon, a contract may already be legally formed
This makes it essential to document agreements clearly and explicitly.
Written rental agreements: recommended but not required
Under Article 7:201 BW, a rental agreement does not need to be in writing to be valid. Oral agreements or messages via email or WhatsApp can be legally binding, as long as the core terms are agreed upon.
“Lease is the agreement whereby one party undertakes to give another party the use of an object, and the other party undertakes to provide consideration.”
Article 7:201 BW
Still, written contracts are strongly recommended because they:
- Provide clear evidence of the agreement,
- Help define rights and obligations,
- Reduce the risk of disputes.
Since 1 July 2023, the Dutch law Landlord (good practices) Act requires landlords to provide a written rental agreement to the tenant. This means that while a rental agreement can still come into existence orally, landlords are obliged to document the terms in writing and provide a copy to the tenant
Comparing the Dutch rental market with the home purchase market
In the home purchase market, mutual agreement of intent also applies, but with stricter formal requirements.
For residential property sales to private individuals, a written contract is mandatory under article 7:2 BW.
“The purchase of a residential property must be concluded in writing if the buyer is a natural person not acting in the course of a profession or business.”
Article 7:2 BW
Even if buyer and seller agree verbally on the price and conditions, the sale is not legally binding until the written agreement is signed.
Other than in rental agreements, there can be contigencies in a home purchase contract, for example “Financing contingency: the purchase agreement shall be void if the buyer fails to secure financing by [date].”
Legal consideration period after home purchase
After signing the purchase agreement, the buyer has a statutory three-day reflection period (bedenktijd). This is designed to protect consumers from impulsive decisions in high-stakes transactions.
Key facts:
- The three-day period starts the day after the buyer receives the signed contract.
- At least two of the three days must be working days (not weekends or public holidays).
- During this period, the buyer can cancel the purchase without giving a reason or paying a penalty.
- The seller does not have a reflection period—once signed, the sale is binding for them.
This rule is laid out in Article 7:2 lid 2 BW and applies only to private individuals buying residential property for personal use. [rijksoverheid.nl]
Key differences at a glance
| Aspect | Rental Market | Purchase Market |
|---|---|---|
| Legal Basis | Mutual agreement of intent (Art. 6:217 BW) | Mutual agreement of intent+ Written Contract (Art. 7:2 BW) |
| Form Required | Not necessarily written | Must be written |
| Binding Moment | Upon mutual agreement on key terms | Upon signing the written contract |
| Flexibility | High (oral, email, WhatsApp may suffice) | Low (formal documentation required) |
| Risk of Dispute | Higher in informal settings | Lower due to formal process |
| Consideration period | No consideration period | 3 days after the buyer receives the signed contract |
| Contingencies | Contigencies for tenant not possible | Contigencies for buyer possible, for instance on financing or the building condition (note: in the current market these contigencies are not always used) |
Conclusion
Mutual agreement of intent is a powerful legal concept in Dutch contract law, especially in the rental market. While it allows for flexibility, it also requires caution. Tenants and landlords should be aware that a simple exchange of messages can lead to a binding agreement. In contrast, the purchase market demands formal documentation, offering more legal certainty.
Tip: Always ensure that any acceptance of a rental offer is clearly documented.
