Book 7 of the Belgian Civil Code definitively adopted: what does this mean for contractual practice?
The reform of Belgian contract law is now truly underway. Following months of preparation and parliamentary debate, Book 7 of the Belgian Civil Code has been definitively adopted. This provides the ideal opportunity to take stock: which changes have now been confirmed, when will they enter into force, and what will they mean in practice for businesses and their directors?
A modernised legal framework for specific contracts
With the adoption of Book 7 of the Belgian Civil Code, specific contracts are now governed by a renewed and modernised legal framework. The new book contains provisions on sale and exchange, lease and loan for use, service contracts, certain aleatory contracts, sequestration and settlement agreements.
The adopted legislation does not yet include provisions on loan agreements. These will be added to Book 7 at a later stage under Title 5.
Key changes introduced by Book 7 of the Belgian Civil Code
Like the other recently introduced books of the Belgian Civil Code, Book 7 combines existing legal principles with a number of significant innovations. The legislator has not only codified established case law and legal doctrine, but has also introduced a more contemporary framework for various contractual relationships, with an impact on the construction and real estate sectors that should not be underestimated.
One of the most notable changes is the introduction of a uniform concept of conformity, together with the related limitation periods, thereby abandoning the traditional distinction between apparent and hidden defects.
In addition, Book 7 introduces, among other things, a general legal framework for all service contracts, provides greater clarity on the transfer of ownership, which will no longer automatically result in the transfer of risk, and expressly enshrines the doctrine of sujétions imprévues (unforeseen circumstances) in legislation, a concept that had already been developed through case law and legal doctrine in the context of construction contracts.
These innovations are only a few examples of the many changes introduced by Book 7. Over the coming months, we will take a closer look at the key changes and points of attention, enabling you to anticipate their impact in a timely manner.
Freedom of contract remains the guiding principle
Despite the extensive reform, freedom of contract remains a fundamental principle of Book 7. Most provisions are supplementary in nature, allowing parties considerable freedom to determine how they wish to structure their contractual relationship.
That said, the legislator has chosen to introduce mandatory provisions or rules of public policy for certain matters. Whether a provision is mandatory will be apparent from its wording or from the nature and scope of the relevant legal rule.
Examples include the rules governing consumer sales and the ten-year liability regime for conformity defects affecting the stability of a structure.
Entry into force and transitional regime
The Act provides for a transitional period of twelve months. Consequently, Book 7 of the Belgian Civil Code will enter into force on the first day of the twelfth month following its publication in the Belgian Official Gazette.
Importantly, the new provisions will apply only to specific contracts concluded after their entry into force. Contracts concluded before that date will, in principle, remain subject to the current legal framework.
These new rules will undoubtedly have an impact on contractual practice, particularly in the construction and real estate sectors. In future articles, we will return to the main points of attention and discuss further developments.