Is your commercial cooperation agreement null and void in the event of tacit renewal?

Many commercial contracts, such as franchise or concession agreements, are tacitly renewed if no one gives notice. But did you know that the person granting the right (e.g., the franchisor) also has strict information obligations in the event of such an automatic renewal? Even in the case of a tacit renewal, you must receive a new draft and pre-contractual information document (PID) at least one month in advance. If this does not happen, the agreement can be declared null and void, even after it has already been executed.

The facts and context

In a ruling of 23 April 2025, the Antwerp Court of Appeal addressed a dispute between a commercial organization and a ‘personal coach. The parties were linked by a commercial cooperation agreement that was tacitly renewed annually unless terminated three months in advance.

The dispute arose when the organization failed to resubmit legally required documents to the coach when renewing the agreement. The organization argued that this was not necessary because it was a tacit renewal with no substantive changes. Moreover, the organization argued that the coach could no longer invoke the nullity because it had simply continued to execute the agreement (which would indicate a waiver of rights) and that invoking the nullity after termination would constitute an abuse of rights.

The decision

The Court of Appeal ruled strictly, affirming the protection of the economically weaker party in a commercial partnership. The ruling relies on articles X.29 and X.30 of the Code of Economic Law (CEL).

The key points of the decision are:

• Renewal information requirement: In accordance with Article X.29 of the CEL, for each renewal, including tacit renewals, a new draft agreement and PID must be provided at least one month before the renewal.
• Sanction is nullity: If this obligation is not fulfilled, the acquirer of the right (the coach/franchisee) can claim the nullity of the renewed agreement.
• No tacit waiver: The fact that the coach continued to execute the contract for a period of time does not mean that she has waived her right to claim nullity. Waiver of nullity is not presumed.
• No abuse of rights: Invoking nullity even after the termination of the cooperation does not constitute an abuse of law. The legislature did not provide an exception for ‘minor contracts’ or situations in which the party would not have suffered a concrete disadvantage.

Legal analysis and interpretation

This ruling confirms the stringency of Belgium's pre-contractual information obligations in economic law. With Book X, Title 2 CEL (formerly the Act of December 15, 2005 on precontractual information in commercial cooperation agreements), the legislator created a formalistic protection regime in favor of the person acquiring the right (the franchisee, commercial agent, concessionaire, etc.).

From a legal perspective, it is interesting that the Court has dismissed the defense based on abuse of rights. Parties who violate their duty to provide information often try to argue that the other party is acting in bad faith by invoking nullity solely to avoid obligations, without there being any defect of consent.

However, the Court clearly states that the legislator does not impose any additional conditions: the violation of the formalities is sufficient for nullity. This emphasizes the mandatory nature of Article X.29 CEL. The mere execution of the contract can never be equated with the explicit confirmation or waiver of rights required by Article X.30(4) CEL This ruling confirms the case law that strictly interprets the formalities of Book X, Title 2 CEL.

What this specifically means

This ruling has consequences for the practice of commercial collaborations.

For the provider of the right (e.g. franchisor, main supplier)

• Automation is crucial: You cannot rely on a “tacit” renewal without taking action. You must actively send (or resend) the pre-contractual information document and the draft at least one month before the renewal date (or the date on which the notice period expires).
• Risk of recovery: In the event of nullity, the contract is deemed never to have existed. This may mean that fees or charges paid must be refunded.
• No ‘de minimis. Even for contracts with limited financial interest or small self-employed workers, these onerous obligations apply in full.

For the assignee of the right (e.g., franchisee, coach, agent)

• Strong negotiating position: If you find that the duty to disclose was not met at renewal, you have a powerful weapon. You can invoke nullity up to two years after the conclusion (or renewal) of the agreement.
• No rush: You do not lose your right to void merely by continuing to work. You can use this argument even after the collaboration has ceased, for example, as a defense to a claim for damages or a non-compete clause.

Frequently Asked Questions (FAQ)

Does the duty to disclose apply even if nothing changes in the contract?
Yes. Even if the renewed cooperation is identical in content to the previous one and there are no changes, the pre-contractual information obligation (draft + PID) must be complied with again in the event of a tacit renewal.

Can I still invoke the nullity if I have already terminated the contract?
Yes. The fact that the cooperation has already ended does not prevent you from invoking the nullity of the past period. Case law holds that this does not constitute an abuse of rights as long as the claim is brought within the two-year statute of limitations.

Is a PowerPoint presentation sufficient as a PID?
No. A roadmap or presentation is usually not sufficient. The document must strictly comply with the requirements of Article X.28 CEL and contain two specific parts: the important contractual provisions and the data for the correct assessment of cooperation.

Conclusion

The Antwerp Court of Appeal ruling is an important warning for any company in Belgium working with commercial formulas. A tacit renewal is not administratively automatic. The obligation to provide the Precontractual Information Document (PID) returns at each renewal. For the ‘weaker’ contracting party, this ruling in turn provides watertight protection against ill-considered contract renewals.