Concurrentiebeding gaat niet van rechtswege over bij juridische splitsing

In the case of a legal demerger, all rights and obligations from employment contracts, including the non-compete clause, transfer by operation of law to the acquiring legal entity. This follows from Book 2 of the Dutch Civil Code (BW) and the legislative history, which emphasizes that legal relationships transfer as a whole without the need for additional agreements. In the judgment that prompted this annotation, the subdistrict court ruled that the non-compete clause lapses in a demerger that does not also qualify as a Transfer of undertaking. This annotation compares this transfer to the automatic transfer in the case of a Transfer of undertaking (Article 7:663 BW), where the Supreme Court previously ruled that non-compete clauses also transfer. It is concluded that the subdistrict court's judgment, that the non-compete clause lapses in a demerger that does not also qualify as a Transfer of undertaking, finds no support in law or legislative history.