Contract law in Poland is regulated by the Polish Civil Code, which is based on continental European legal models like the Napoleonic Code. The Civil Code was adopted in 1964 and underwent significant changes in 2003 regarding definitions of terms like "consumer" and "entrepreneur", and new regulations for business names, commercial representation, and contract conclusion. A new version of the Civil Code is currently being drafted to harmonize it with the Polish Constitution, EU law, and international trade practices. Consumer protection law was also passed in 2014 to align Polish law with EU consumer regulations. Additionally, regulations like Rome I and Rome II determine the governing law for international contracts and non-contractual obligations in Poland.

1. 8|
This is chapter 8 of Baker & McKenzie
“Doing Business in Poland 2016” brochure
Contract
Law

2. 2 Baker & McKenzie | Doing Business 2016
Contract law is regulated by the Polish Civil
Code. The principles of Polish contract law
are based on the continental European legal
model; mainly on the Napoleonic Code that
was in force in a part of Poland from 1811 to
1934. Freedom to contract is the main princi-
ple of contract law.
The Civil Code regulates certain types of
contracts (such as sales contracts, construc-
tion contracts, contracts for services, etc.).
Parties may also form contracts that are not
expressly regulated by the Civil Code and
may structure relationships at their discre-
tion, provided that the content or goals of
such relationships do not violate the princi-
ples of public order.
The Civil Code was adopted in 1964 and it
underwent significant changes which
entered into force on 25 September 2003.
These include new definitions of the terms
“consumer”, “entrepreneur” and “enter-
prise”, and a new regulation on business
names (firma), commercial representation
(prokura) and the conclusion of contracts.
The Civil Law Codification Commission
is currently working on a new version of
the Civil Code. The purpose of its work is to
harmonize the Civil Code with the Constitu-
tion of the Republic of Poland, EU law and to
reflect the established practices of interna-
tional trade.
Consumer protection
On 25 December 2014, the Act on the Rights
of the Consumer came into force. The Act
regulates the legal issues related to con-
sumer rights and the obligations of entre-
preneurs in relation to it. The adoption of the
law stemmed from the need to adjust Polish

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legislation to the provisions of EU law.
The consumer may not waive the rights
conferred on him/her by The Act. Provisions
of agreements that are less favorable to
the consumer than the bill’s provisions are
invalid, and in their place the provisions
of The Act apply. The Act defines the re-
sponsibilities of entrepreneurs who enter
into contracts with consumers, the rules
and procedures for concluding a contract
for distance and off-premises contracts by
entrepreneurs with consumers. The Act also
establishes the consumer’s right to with-
draw from a distance agreement concluded
with an entrepreneur. The provisions of the
new act expanded the catalog of disclosure
requirements imposed on entrepreneurs in
relation to consumers.
Polish language requirement
According to a recent amendment to the Act
on Polish Language of 2000, agreements gen-
erally do not have to be executed in Polish.
The exceptions to this include:
• labor and consumer agreements, if the
consumer or employee is domiciled in
Poland during the execution of the agree-
ment and the agreement is executed in
Poland;
• dealings with certain public authorities.

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Conflict of laws in civil
and commercial matters.
Rome I and Rome II Regulations.
When entering into an international trans-
action, one of the most important issues is
the governing law which is applicable to the
agreement. As Poland is a member of the
European Union, the rules of Regulation (EC)
No 593/2008 of the European Parliament and
of the Council of 17 June 2008 (Rome I) are
applied in order to determine the law which
is applicable to international contractual
obligations. This has been the case since
17 December 2009. Thus, on the entire
territory of the European Union, the so-
called “conflict-of-law” rules are unified,
and the law applicable to each contract
shall be determined in the same manner.
As a general rule, Rome I allows the par-
ties to choose the law governing a contract.
The choice can be made expressly in the
agreement or may be demonstrated by the
terms of the contract or the circumstances
of the case. The parties can select the law
applicable to the whole or only a part of the
contract. However, there are some restric-
tions. For example, if the elements relevant
to a contract are located in a country other
than the country of the chosen law, it will
not enable the parties to exclude the regu-
lations which are mandatory in that country
and which cannot be excluded contractually.
Rome I also sets forth the rules that deter-
mine the applicable law if the parties to an
agreement have not chosen one.
Moreover, since 11 January 2009, Regulation
(EC) No 864/2007 of the European Parlia-
ment and of the Council of 11 July 2007
(Rome II) has been applied in order to deter-

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mine the law applicable to non-contractual
obligations in civil and commercial matters
in situations involving a conflict of laws. It
determines the law applicable to non-con-
tractual obligations arising from:
• torts/delicts;
• unjust enrichment;
• management of third party business
(negotiorium gestio);
• breach of duty towards another party in
contractual negotiations (culpa in con-
trahendo).
As a general rule, the law applicable to a
non-contractual obligation shall be the law
of the country in which the breach occurs.
Furthermore, the parties may also agree to
submit non-contractual obligations to the
law of their choice by an agreement entered
into after the event giving rise to the breach,
or, where all the parties are pursuing a
commercial activity, also by an agreement
negotiated before that event.
In situations involving a conflict of laws not
covered by either Rome I or Rome II, the
provisions of the Private International Law
Act of 4 February 2011 shall apply.

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All of the information included in this document is for informational purposes only, and may not reflect the most current legal developments, judgments, or
settlements. This information is not offered as legal or any other advice on any particular matter. The Firm and the contributing authors expressly disclaim
all liability to any person in respect of anything, and in respect of the consequences of anything, done or not done wholly or partly in reliance upon the whole
or any part of the contents of Baker & McKenzie’s Doing Business in Poland brochure. No client or other reader should act or refrain from acting on the basis
of any matter contained in this document without first seeking the appropriate legal or other professional advice on the particular facts and circumstances.

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