Legal Advice on Loan Agreement

Questioner

I have a question about a loan agreement that we signed with a growers' association. We have a greenhouse horticulture company and grow cucumbers that are sold through a growers' association. In order to set up cultivation, we borrowed 150,000 euros in 2015 at 5% interest. Now they have also stated in the contract (and we have signed it) that we must remain a member until 1-1-2018. And if we do not do that, they will impose a fine of 37,500 euros. Even if we were to leave on 30-12-2017, for example. My question now is: is that actually legally allowed; to impose such a fine if interest has already been paid. By the way, this loan was paid off the same year (2015).

Lawyer

I understand that you would like to have your hands free and that you no longer wish to remain a member of the association. I do not believe that there are any legal obstacles to such a fine. In the dealings between entrepreneurs, much more is allowed than when one of the parties is a private individual. It also does not seem entirely unreasonable to me that you are forced to remain a member of the association that has helped you financially for some time.

Lawyer

It is not possible to contractually oblige you to remain a member of the association. This is contrary to the freedom of association, as regulated in Article 8 of the Constitution and Article 11 of the ECHR. Article 2:35 of the Dutch Civil Code concerns a mandatory provision which means that membership of an association can take place against the will of a member. A member cannot therefore be obliged, not even in a notarial deed or contract, to remain a member. You can therefore legally terminate your membership.