What happened ?
On 21 January 2026, the Amsterdam District Court rejected Babilou Family Netherlands’ claim against the sellers of MC Child Holding.
After acquiring MC Child Holding in 2021, a third party asserted older trademark rights against the BLOS brand, forcing a rebrand. The buyer argued that the sellers failed to disclose an earlier negative trademark search and older IP rights linked to the name BLOSSE.
The court accepted that this information had not been shared before closing. But the SPA’s warranty claim deadlines had already expired, and seller liability only survived in cases of fraud, wilful misconduct, or intentional concealment. The court found no proof of deliberate hiding. The claim failed, and the buyer was ordered to pay €14,043 in costs.
Analysis
This dispute centers on business risk governance, not trademark law. It addresses the consequences when known risks are discussed informally but not recorded or escalated through formal business channels.
The sellers had seen a warning in 2018. They still chose the brand and later treated the issue as acceptable from a commercial perspective. That may be a business judgment. The real failure was structural: no documented escalation, no formal decision record, no clear risk memo, and no disciplined disclosure logic during the sale process.
For micro and small businesses, the dangerous illusion is simple: if a risk stays quiet for years, people start treating it as if it no longer exists. Courts may accept that behavior as non-fraudulent. But the business still pays when the issue comes back later.
Governance
Leadership took a brand risk, but the file shows weak internal discipline in documenting, challenging, and preserving that decision. The case exposes a common small-business weakness: important judgments remain in inboxes and memory rather than becoming board-level evidence.
Risk
A dormant IP risk later triggered rebranding, transaction, and cost exposures. The commercial threat wasn’t just legal liability, but also loss of brand continuity, post-deal friction, uninsured costs, and the buyer’s inability to recover after contractual time limits expired.
Compliance
The key weakness was not only non-disclosure, but also the lack of transparency. There was no defensible disclosure process. If a company is aware of a prior warning, it needs a clear record showing the assessment, rationale, residual risk, and disclosure decision. Silence is not control.
Daily operational takeaway
Review one past tactical decision that involved legal, tax, HR, or brand risk. Check whether the file contains a written assessment, a decision record, and a disclosure trail. If not, fix the file now.
