Haviltex-criterium

The Haviltex criterion originates in the Supreme Court’s 1981 judgment and constitutes the leading standard for contractual interpretation in Dutch law. Rather than adopting a strictly grammatical or literal approach, the court examines the meaning that the parties could reasonably have attributed to the provisions in the circumstances, together with the understandings they could reasonably have formed of each other.

This criterion is significant in that it strikes a balance between an objective textual reading and the subjective intentions of the parties. It prevents a party from relying on a strictly literal construction where the context shows that another meaning could reasonably have been expected.

In practice, the Haviltex criterion is routinely applied in disputes concerning the scope of contractual obligations, including those arising under commercial contracts, shareholders’ agreements and general terms and conditions.