6.10.2 Settlement agreement

The application for price determination proceedings may include the request that the findings of the expert(s) will be considered as settlement agreement (vaststellingsovereenkomst) between the parties. It should be obvious that, in this situation, the court does not determine the price of the shares. Interference of the court comes to an end after appointment of the expert(s). The rules on settlement agreements are found in Art. 7:900 up to and including 910 DCC. In this situation, the rules regarding the provisional experts' report (voorlopig deskundigenbericht) apply as far as necessary.1

In the situation that an expert report that is considered as a settlement agreement results in an obligation of a party that would be contrary to the standards of reasonableness and fürness, a party may request the settlement agreement to be nullified (vernietigd) by the court. This ruleis contained in Art. 7:904 paragraph 1 DCC. Art. 2:343c DCC limits the period in which a party may request for nullification to four weeks starting with the dispatch of the experts' report by the clerk of the court.2

In the situation that the experts' report that is considered as settlement agreement is nullified (vernietigd) by the court, or appears to be null and void (nietig) or if the experts do not deliver a report within a reasonable time, the District Court has competence to resolve further issues in first and only instance. This competence is based on Art. 2:343c paragraph 4 DCC, third sentence, which refers to Art. 2:336 paragraph 3 DCC.

Although by way of a settlement agreement the price of the shares is binding to the parties, the settlement agreement, like any other agreement, does not have enforceable power. In order to enforce the agreement, the court must interfere. Pursuant to Art. 2:343c paragraph 4 DCC, the court has the discretion to resolve issues with respect to execution of the settlement agreement. A court's judgment on such matters is not open for appeal, as the legislator is of the opinion that appeal causes undue delay. The legislator held that in the price determination proceedings speed is of the essence.3