Legal Blog

Thursday, June 27, 2013

Breach of contract in the Dutch Caribbean (III)

Any question of breach starts with an inquiry into the type of obligation at hand. It is necessary to know more about the type of obligation at hand in order to determine whether a party has failed to perform that obligation. When determining whether a party has failed to perform, it should be remembered that an obligation may carry with it a degree of ‘strictness’, ranging from a firm commitment, e.g. commitment to provide annual audited financial statements, to an obligation to use reasonable care and skill to achieve certain goals.

Read more Filed under: Commercial by Karel Frielink.

 

Monday, June 24, 2013

Breach of contract in the Dutch Caribbean (II)

Under the Civil Codes of the Dutch Caribbean (Aruba, Bonaire, Curacao, St. Maarten, St. Eustatius and Saba) the demand for specific performance is not a remedy for breach of contract in a strictly legal technical sense. In this system the entitlement to specific performance is a consequence of the duty to perform a (contractual) obligation. The contract itself, and not the breach of it, entitles the creditor to specific performance. If non–performance amounts to a breach of contract, i.e. meaning that a party does not perform though it should perform, the other party may be entitled to damages or termination of the contract. 

Read more Filed under: Commercial by Karel Frielink.

 

Friday, June 21, 2013

Breach of contract in the Dutch Caribbean (I)

Under the Civil Codes in the Dutch Caribbean (CC) breach of contract is defined as a failure to properly perform, perform on time, or to perform at all, which failure is attributable to one of the parties. If a debtor breaches his obligations there are various courses of action available to the creditor. Firstly he may claim specific performance, secondly he may claim damages, whether or not in addition to specific performance, and thirdly, he may demand dissolution of the contract, with or without damages.

Read more Filed under: Commercial by Karel Frielink.

 

Tuesday, June 18, 2013

The articles of association of a Dutch Caribbean legal entity (III)

A legal entity and all involved in its organization have a legal duty to behave towards each in accordance with the principles of reasonableness and fairness, i.e. (objective) good faith. A provision or requirement contained in a legal entity’s articles of association or by-laws, may be set aside by the Courts if, in any given circumstances, it is in breach of the principles of reasonableness and fairness. Good faith may, in a certain cases, extinguish rules prevailing between the parties or exclude their application. 

Read more Filed under: Corporate by Karel Frielink.

 

Friday, June 14, 2013

The articles of association of a Dutch Caribbean legal entity (II)

As a general matter of Dutch Caribbean law, the interpretation of terms contained in legal documents, such as the articles of association and the by-laws, however only to a certain extent, inter alia subject to the intention of the parties, and the enforcement thereof, is subject to the overriding principle of “fairness and reasonableness” (in Dutch: “redelijkheid en billijkheid”) meaning that under certain circumstances a term of the articles of association or by-laws may not be applicable in so far as this term would in such circumstances be contrary to this principle.

Read more Filed under: Corporate by Karel Frielink.

 

Wednesday, June 12, 2013

How private is the Curaçao Private Foundation, Curaçao Trust, and the Dutch Private Foundation?

This article contains an analysis of the Curaçao Private Foundation, the Curaçao Trust, and the Dutch Private Foundation from a privacy perspective. It compares and contrasts which information is publicly available with a view to the above entities and also which information needs to be made available in case foreign tax authorities submit a request for information.

Read more Filed under: Finance by Maike Bergervoet.

 

Monday, June 10, 2013

The articles of association of a Dutch Caribbean legal entity (I)

Under the laws of Curaçao (and the other Dutch Caribbean islands), public and private limited liability companies (NVs or BVs), foundations, co-operatives, mutual insurance societies and associations are considered legal entities.

Read more Filed under: Corporate by Karel Frielink.

 

Thursday, June 06, 2013

The Dutch Caribbean and its civil law system

The Kingdom of the Netherlands is composed of four parts: (i) the Kingdom in Europe (popularly known as Holland, north of Belgium and west of Germany) together with Bonaire, St. Eustatius and Saba (in the Caribbean), (ii) Aruba, (iii) Curaçao and (iv) St. Maarten. Aruba, Curaçao and St. Maarten  (in the Caribbean Sea, north of Venezuela) are autonomous countries within the Kingdom of the Netherlands: they are autonomous except for matters of defense and foreign affairs. 

Read more Filed under: Commercial by Karel Frielink.

 

Monday, June 03, 2013

The custody of securities in the Dutch Caribbean

Generally, securities that must be held by a Dutch Caribbean bank on behalf of its clients will be held by a custodian. In most cases the custodian is either a foundation (‘stichting’) or a wholly owned subsidiary (NV or BV) of the bank.

Read more Filed under: Finance by Karel Frielink.