Dulijon and Sander argue in this article that a creditor's statutory duty to complain about defective performance should not apply to claims by a company/trustee against a director based on section 2:9 Civil Code.
They raise both dogmatic and practical grounds for their position. In assessing claims based on internal liability of directors, courts should only be guided by section 2:8 Civil Code.
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Source: Maandblad voor Vermogensrecht, edition 4, 2015
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