Online supermarket Crisp must repay €5 million to investors: why guarantees in an investment agreement carry significant weight

In our corporate law practice, we are seeing this happen more and more often: a scale-up raises funds via a convertible loan, the investors sign in good faith, and shortly afterwards it transpires that the financial situation is less rosy than presented. A recent judgement by the Amsterdam District Court dated 28 October 2026 concerning the online supermarket Crisp clearly illustrates what happens legally in such cases. The outcome is instructive for both entrepreneurs seeking investment and investors putting money into a business.

What was the case about?

Crisp runs an online supermarket via an app for customers in the Netherlands and Flanders. At the end of September 2024, a group of investors lent 5 million euros to the company. This was done via a so-called convertible loan agreement (CLA). This is a loan that can later be converted into shares.

Before this conversion took place, it emerged that Crisp was at risk of a cash shortfall and needed additional funding. The investors took the matter to court. They wanted to withdraw from the agreement and get their money back.

An overly positive picture of the finances

The investors argued that, during the negotiations, Crisp had presented them with an inaccurate, overly positive picture of its financial position. According to them, Crisp was already aware of a working capital shortfall of 1.8 million euros before the agreement was signed, but had made no mention of it. The investors therefore invoked mistake and fraud.

Why the claim of mistake did not succeed

There was a catch here. In Article 17 of the CLA, the parties had agreed that, once the loan had been repaid, the agreement could not be set aside on the grounds of mistake. The investors further argued that this exclusion clause itself had been agreed under the influence of a mistake. The court found that this had not been sufficiently substantiated. Ultimately, the agreement was not set aside, not even on the grounds of fraud.

Tip for investors: read the standard clauses in an investment contract just as critically as the financial terms. An exclusion of mistake may seem like a minor detail, but it can remove your most important safety net. In such cases, ask for comprehensive guarantees regarding the financial position, so that you retain another legal recourse.

The guarantee that sealed Crisp’s fate

Nevertheless, Crisp was ordered to repay the 5 million euros it had borrowed. This was due to another provision: clause 5.2 of the CLA. In this clause, Crisp had guaranteed that it would not enter into any agreements with existing or future lenders that were more favourable than those offered to these investors, unless it also offered the same benefits to them.

In search of additional funds, Crisp issued so-called L-Shares. As a result, earlier investments by existing shareholders were given the same priority as the new class of preference shares. The new investors were also offered these preference shares. However, as they had no previous investments that could ‘piggyback’ on the existing ones, they were unable to secure the same benefit. According to the court, this significantly worsened their position: their investment would only be repaid in full once a much larger sum had been raised.

The breach of the guarantee gave the investors a direct ground for calling in the loan. Crisp was ordered to pay, subject, however, to the contractual subordination. Subordination means that the investors rank behind certain other parties, such as banks, in the queue of creditors.

What does this mean for you as an entrepreneur or investor?

This case confirms how important a carefully drafted investment contract is. For entrepreneurs raising capital, the judgement shows that guarantees are genuine obligations. They can significantly constrain a business during difficult times. Furthermore, be transparent about your financial position. An exclusion of error may offer legal protection, but it will not restore investors’ confidence.

For investors, the lesson is that protection lies primarily in specific guarantees and clear grounds for enforcement. General legal principles, such as mistake, can be contractually excluded. A well-drafted guarantee, however, does provide a clear and enforceable right.

This judgement may still be appealed. The final word may therefore not yet have been spoken.

In conclusion

Are you raising funds through a convertible loan or a share issue? Or are you considering investing in a start-up or scale-up? Have the investment agreement, the guarantees and the relationship with previous financing arrangements legally reviewed in advance. Our corporate law solicitors advise entrepreneurs and investors on drafting and assessing investment contracts and will assist you should a dispute arise. Please feel free to contact us for a no-obligation consultation.