Due to the ongoing pandemic, we would like to present some of the provisions of the Polish legal system allowing to modify agreements or enabling exemption from liability for their non-performance or improper performance due to changes in widely understood social and economic relations, and the so-called force majeure. However, in order to assess the possibility of their implementation in a particular case the provisions of such an agreement between the parties need to be verified each time.
Article 3571 § 1 of the Polish Civil Code[i]
Pursuant to this provision, a court may either make amendments or terminate an agreement if all of the following conditions are met:
Article 632 § 2 of the Polish Civil Code
This provision shall apply to contracts for specific work and construction agreements the parties of which have agreed on a lump sum remuneration. According to this provision, a court may increase the remuneration or terminate the agreement if all of the following conditions are met:
It should be noted that there is a significant difference between Article 3571 § 1 of the Polish Civil Code and Article 632 § 2 of the Polish Civil Code. The first one requires the parties not to predict excessive difficulties or the risk of a serious loss resulting from the change of relations, while the second one requires that the change of relations itself could not be predicted.
Article 471 of the Polish Civil Code
This Article shall oblige the debtor to redress the damage arising from non-performance or from improper performance of an obligation, unless the non-performance or the improper performance are an outcome of circumstances which the debtor shall not be liable for.
Such a circumstance may be the so-called ‘force majeure’ which is understood as an extraordinary situation impossible to predict by any party of the agreement and beyond their control, the consequences of which the party could not prevent. Force majeure is usually exemplified by natural disasters (e.g. floods, earthquakes). Undoubtedly, force majeure in the above understanding shall also mean an epidemic or pandemic.
Article 79 the United Nations Convention on Contracts for the International Sale of Goods[ii]
The Convention shall apply to agreements regarding sales of goods between parties having their registered offices in different countries where the Convention applies.
Article 79(1) of the Convention exempts from liability for non-performance by a party of the agreement which proves the following:
Therefore, the above considerations comply with the aforementioned definition of force majeure.
Within the context of the above provisions, we pay attention to the following issues:
Should you have any questions regarding the grounds for amending your agreement or exemption from liability for non-performance or improper performance, please contact our attorneys-at-law Piotr Jurczak (firstname.lastname@example.org) or Tobiasz Pyzio (email@example.com).