Totstandkoming

Totstandkoming is the moment at which a contract or agreement comes into existence between parties. In Dutch civil law, it refers to the formation of a contract through the essential match between an offer (aanbod) and an acceptance (aanvaarding), resulting in mutual assent and binding obligations.

The formation of a contract typically requires: a real offer that is capable of acceptance, an acceptance that corresponds to the terms of the offer, and the intention of the parties to be bound by the agreement. The contract is generally formed when the acceptance reaches the offeror, unless the offer specifies another moment or the rules of a particular type of agreement require a different form. Silence usually does not constitute acceptance, and a revocation of the offer before acceptance can prevent totstandkoming.

Formal requirements may vary. A contract can often be formed orally or in writing, unless a specific law or regulation imposes a formal form (for example, certain real estate transactions or regulated contracts). In some contexts, consumer protection or labor law adds rules about consent, timing, and revocation that can influence the formation process.

Once totstandkoming has occurred, the contract creates rights and obligations for the involved parties and is generally enforceable, subject to validity conditions such as capacity, legality, and absence of misrepresentation or duress. Pre-contract negotiations and statements outside the final terms do not typically bind, unless they give rise to a separate obligation.