Two big developments redesign the landscape of Belgian contract law. Don’t let this surprise you and your company and anticipate the changes by ensuring that your contracts are futureproof. The new rules can already be taken into consideration.
Firstly, the Civil Code will be reshaped profoundly through an extensive codification. The parliamentary bill has been filed at the Chamber of Representatives on 3 April 2019. The political evolutions will decide when the bill will be approved and when it will enter into force.
The bills scope is vast as it is intended to end many long-lasting conflicts arising out of the current contract law rules. In the future, it will be possible to approach current obscurities and the case law might undergo some changes in order to align with the new contract law. Recent decisions already confirm this expected tendency. A relatively long transition period will take place during which opt-in’s will be allowed.
Secondly, another considerable change in the contractual landscape will result from the Act of 4 April 2019 on the B2B relations. This Act will enter into force on 1 December 2020. This Act will not only be applicable on contracts closed after this date but also on all preexisting contracts which are modified after the 1 December 2020, either by extension of time or of the scope of the contract.
So far the Act is not very well known by the public but the consequences of the act will be significant. The broad scope of application of the act ensures that not only accession contracts are concerned but also all other types of contracts closed between all kinds of enterprises. Furthermore, this act limits the freedom of contract by transposing certain principles of consumer law to B2B relations. The main principle is that contractual clauses must not be “apparently imbalanced”. A blacklist of forbidden clauses will be published as well as a grey list with clauses that are suspected to be unlawful (but for which it will still be possible to provide counter-evidence).
If you want to achieve maximal legal certainty, we advise you to inspect your ongoing contracts profoundly and to make sur that your intentions emanate from the contract itself.