Marjelle van 't Ende is working on a dissertation with the working title 'Wijzigingsbedingen in algemene voorwaarden'.
Almost all contracts contain general terms and conditions. The general terms and conditions often contain an article with an amendment clause.
A (unilateral) amendment clause is a clause that allows the user to amend the terms of the contract without the other party's consent. This means that the user thus has the possibility to bind the other party to a clause that has not been agreed to as such. The amendment clause allows the user to respond to changing circumstances. It is therefore widely used and appears in many forms and in different types of contracts.
Concrete examples of alteration clauses can be found in, for example, rental agreements. This allows the landlord to change the agreed rent. A money loan agreement with a bank also often contains an amendment clause allowing the bank to change the level of the interest rate if there are changes in the capital market. This power to change can have far-reaching consequences and the amounts involved can be large.
Originally, the idea in case law and legal literature in the Netherlands is that it is not a problem if a landlord or bank includes such a clause in the contract. Parties are free to agree to such a thing, even in contracts with consumers. But in more recent case law, the Court of Justice of the European Union (the highest court in such matters) ruled that alteration clauses are often legally inadmissible.
As a result, there is ambiguity as to which alteration clauses are allowed in contracts and what conditions the clauses must meet. This research project focusses on shedding light on the admissibility of alteration clauses.