The cantonal court has ruled that no employment contract was established between X and A, despite the work performed by X and the intended acquisition of A. This decision is based on the criteria set out in the Dutch Supreme Court ruling of March 24, 2023 (ECLI:NL:HR:2023:443).

Case Background

In June 2024, the parties came into contact, with X expressing an intention to acquire A. Due to Y’s vacation, the acquisition could not be completed immediately, but on June 25, 2024, X made a €1,500 down payment. In the following weeks, X performed various tasks at A. He claimed that he had entered into an oral employment agreement, anticipating the planned acquisition on October 1, 2024.

Upon Y’s return, a dispute arose on September 13, 2024, regarding the exact acquisition price. The central legal question was whether an oral fixed-term employment contract had been concluded.

Court’s Decision

The court ruled that no employment contract was formed. Key considerations included:

• X worked at A for approximately six weeks, but there was no evidence of an agreement for a longer duration.
• The nature of the work showed that X was operating A as if he had already taken over the business, carrying out all core activities independently.
• X had full control over A’s business bank account, making payments, including salaries to B and himself. He also insured his private vehicle used for deliveries through this account.
• X hired C as an employee, which exceeded the typical responsibilities of a branch or general manager.
• While X formally did not bear entrepreneurial risk, he would have taken on such risk in the short term following the planned acquisition.
• No employer authority was established: Y did not provide instructions or a framework for X’s work.
• Essential elements of an employment contract, such as personal work obligations, salary, and payment terms, were not explicitly agreed upon.

These factors indicate that X acted as an entrepreneur rather than an employee in economic terms. Therefore, the court determined that no employment contract existed.

Implications for Practice

This ruling reinforces that the absence of clear agreements on essential employment terms can prevent the formation of an employment contract. It also highlights that someone operating as an entrepreneur will not easily be classified as an employee.

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