Breach and rescission in IT projects
Webshop remains undelivered after repeated deadlines
2D Business, operator of the ProBBQshop webshop, engaged a general partnership (VOF) at the end of 2021 to build a new webshop on WooCommerce — a switch from the existing Lightspeed platform. The quoted price was €14,020 excluding VAT, with delivery by 1 March 2022 at the latest. That date was not met, and the postponed deadlines of May, September and the end of October 2022 also passed without result.
In October 2022, 2D Business gave the developer notice of default with a period expiring on 31 October. The webshop did not go live. A final deadline of 2 January 2023 was likewise missed. On 9 January 2023, 2D Business reported that the webshop was producing error messages. More than a year later, on 12 February 2024, its lawyer rescinded the agreement and demanded payment of €28,144.
By then the partnership had been deregistered from the Chamber of Commerce (KvK) with effect from 31 December 2022. 2D Business held the two former partners personally liable — jointly and severally, in line with settled Supreme Court case law on partnership debts.
District court: duty of care breached, rescission justified
The district court holds that developing a webshop is a dynamic process in which coordination may lead to adjustments. In that process the contractor owes a duty of care: it must communicate clearly whether adjustments constitute additional work. The partnership wrote in June 2022 that it "would honestly communicate any additional bespoke adjustments", but then failed to do so. As a result, 2D Business was justified in relying on the assumption that the requested adjustments fell within the original assignment.
The district court does not classify the original delivery date of 1 March 2022 as a strict deadline — it was an early estimate in a dynamic project, and 2D Business did not protest when that date passed. The notice of default of 6 October 2022, with a period expiring on 31 October, does apply. Referring to Supreme Court 12 April 2024, ECLI:NL:HR:2024:575, the district court holds that granting a fresh period after the notice of default did not amount to a waiver of the default that had already occurred. The rescission on 12 February 2024 was justified.
The obligation to reverse performance yields 2D Business €9,566: the amount paid of €11,216 less €1,650 for the content-creation package that was in fact delivered and is still in use. The statutory commercial interest claimed is dismissed — an obligation to reverse performance following rescission is not a primary payment obligation under a commercial agreement within the meaning of Section 6:119a DCC.
What does this mean for clients and IT service providers?
The damages claim brought by 2D Business of nearly €126,000 — the bulk of which consisted of lost revenue growth — was dismissed in full. The district court calls the high claim "remarkable" because earlier correspondence had claimed only €14,573, and holds that this "gives the impression that the claim was constructed for these proceedings". The increased revenue after another party was engaged could be explained by several factors and was, moreover, not foreseeable at the time of the breach. Under Section 6:98 DCC, the loss cannot be attributed. The partners' claim for additional work fails as well: a party that neglects its duty of care by not communicating additional work clearly cannot invoice for it after the fact.
Contractors on IT projects must qualify change requests as additional work in writing — good intentions offer no protection against rescission. Clients must quantify their loss in good time and consistently; claiming a multiple of what was previously claimed out of court undermines credibility. See also the analysis of rescission and lost profit where delivery fails to occur and the Commercial Litigation practice.
Frequently asked questions
Is a delivery date in a quotation automatically a strict deadline?
Not necessarily. In dynamic projects such as website construction, where input from the client is required and the scope may shift, a date mentioned early cannot without more be construed as a strict deadline. The conduct of the parties is decisive: a party that does not protest when the date passes confirms that it was not a hard deadline.
Does a client lose its right to rescind by granting a fresh period?
No. In April 2024, the Supreme Court (ECLI:NL:HR:2024:575) confirmed that granting a fresh period after a notice of default does not amount to a waiver of the default that has already occurred. The power to rescind remains intact, even if the client gives one more chance.
Can a contractor claim additional work after the fact if it was not communicated?
In principle, no. The contractor owes a duty of care to indicate clearly during performance which adjustments fall outside the original assignment. If it fails to do so, the client is entitled to rely on the assumption that the adjustments fell within the agreement. A claim for additional work brought after the fact is then dismissed.
District Court of Zeeland-West-Brabant 25 February 2026, ECLI:NL:RBZWB:2026:1229.
Cited case law
Supreme Court: ECLI:NL:HR:2015:251 · ECLI:NL:HR:2024:575
District Courts: ECLI:NL:RBZWB:2026:1229