What "full and final discharge" does and does not mean in law
Scouting agency claims fee after transfers to Manchester United
A scouting agency prevails against an Amsterdam professional football club: the court of appeal orders the club to pay €2,076,500, whereas the district court had dismissed the claim. At stake was an additional fee on the onward sale of two scouted players.
In September 2016 the parties entered into a contract for services. The agency scouted youth and top talent for the club for between €95,000 and €105,000 per year, plus €50,000 on each transfer to the club. Clause 5.3 also entitled the agency to an additional fee if a scouted player was sold on to another club within four years at a net profit for the club.
The agreement expired on 1 September 2020 and was not renewed. In 2022 the club sold two players introduced by the agency to Manchester United, for transfer fees of €57.37 million and €95 million. The agency claimed its share. The club refused, relying on a letter of 11 June 2020 in which the agency had granted the club "full and final discharge".
Court of appeal: a discharge proves payment, releasing a right requires agreement
The court of appeal construes the letter under the Haviltex standard and draws a sharp distinction. A discharge (Section 6:48 DCC) is no more than the declaration that a debt has been paid; it serves an evidentiary function. Giving up a claim is something quite different: that is a release (Section 6:160 DCC), a multilateral juridical act requiring the creditor and the debtor to reach agreement. That distinction also follows from the Supreme Court's Citadel judgment (ECLI:NL:HR:2018:975): a discharge does not, without more, imply a waiver.
Applied to the letter: the claim under Clause 5.3 arose only in 2022. In June 2020, therefore, the agency could not declare that this not-yet-existing debt had been paid. The discharge cannot extend to it. The words "full and final discharge" for all payments made do not imply a release of a future right of claim. Nor is the letter a termination or settlement agreement: the agreement simply came to an end on the expiry of its term, and there was no dispute that the parties sought to resolve.
The club further argued that the agency had granted a release in order to obtain goodwill, and that an email from the agency of September 2020 showed that the agency had understood the discharge broadly. The court of appeal rejects both submissions: that email in fact stressed that Clause 5.3 fell outside the discharge. In the absence of a meeting of minds on surrendering a potentially lucrative entitlement, there is no release.
What does this mean for termination and discharge letters?
A party wishing to cut off all claims at the end of a collaboration must say so unambiguously. A standard clause about "full and final discharge" does not exclude future claims; that requires an express release or a settlement agreement showing that the parties have also made arrangements for the still uncertain or future claims. This is all the more so where the counterparty is a small party and the text was drawn up unilaterally by the larger party's lawyer: the court of appeal takes those circumstances into account to the disadvantage of the drafter.
A second point concerns the amount of the claim. The court of appeal takes the sliding scale set out in the agreement — on average around 2.5% of the net proceeds — as the agreed method of calculation. A claim for performance cannot be estimated by way of the assessment of damages under Section 6:97 DCC: the method for calculating a variable fee should therefore be set out concretely. The principal sum also carries the statutory commercial interest (Section 6:119a DCC); the club's reliance on mitigation (Section 6:109 DCC) failed because it came too late. For guidance in commercial litigation and contractual disputes, timely and precise drafting is decisive.
Frequently asked questions
What is the difference between a discharge and a waiver?
A discharge is the declaration that a particular debt has been paid; it serves only an evidentiary function (Section 6:48 DCC). A waiver, in law a "release" (Section 6:160 DCC), is the giving up of a claim. That is an agreement: the creditor makes an offer and the debtor must accept it.
Does "full and final discharge" mean that all claims lapse?
Not automatically. According to the court of appeal, such a clause in principle only confirms that the payments due up to that point have been made. Future or still uncertain claims lapse only if the parties have expressly agreed a release in respect of them or have concluded a settlement agreement.
How do you make a termination letter hold up against later claims?
Expressly identify which claims are being surrendered, including any future or conditional entitlements, and ensure that the counterparty demonstrably agrees to this. A unilaterally drafted text that refers only to "final discharge" offers insufficient certainty against claims that arise only later.
Amsterdam Court of Appeal 9 June 2026, ECLI:NL:GHAMS:2026:1567.
Cited case law
Supreme Court: ECLI:NL:HR:1981:AG4158 · ECLI:NL:HR:2018:975
Courts of Appeal: ECLI:NL:GHAMS:2026:1567