A Mazowieckie-based technology company signed a multi-year service agreement with a German software integrator. The contract contained a two-line arbitration clause referencing "international arbitration, Warsaw." No seat was specified. No rules were named. When a dispute over delayed deliverables arose eighteen months later, neither party could agree on which tribunal had jurisdiction – and the window to preserve interim measures was closing fast.

A poorly drafted arbitration clause in a Polish contract can render the entire dispute resolution mechanism unenforceable, forcing parties into costly litigation before the state courts. Under Polish civil procedure, an arbitration agreement must identify the subject matter of the dispute and the arbitral institution or ad hoc rules with sufficient precision. A clause that fails these requirements may be declared void by the district court, eliminating the parties' chosen forum entirely.

This case study traces how the drafting error was identified, what remedial strategy was adopted, and what transferable lessons apply to any business entering Polish commercial relationships. The matter involved a mid-size cross-border IT contract – a scenario increasingly common for foreign investors structuring their Polish entry through a spółka z ograniczoną odpowiedzialnością (private limited liability company, sp. z o.o.) or similar vehicle.

What went wrong with the original clause?

The original clause was drafted in English by neither party's specialist counsel. It named "international arbitration" without selecting institutional rules. It omitted the seat of arbitration, the number of arbitrators, and the governing language. Polish civil procedure requires an arbitration agreement to be in writing and to define the dispute's scope. Vagueness on institutional identity creates a gap that courts will not fill by implication.

The German integrator argued for ICC arbitration in Paris. The Polish technology company argued for the Court of Arbitration at the Polish Chamber of Commerce (Sąd Arbitrażowy przy Krajowej Izbie Gospodarczej, SA KIG) in Warsaw. Both positions had textual support – and both were contestable. The practical result was a jurisdictional standoff lasting four months, during which contractual deadlines continued to run.

Three specific defects drove the problem. First, "Warsaw" named a city but not a seat in the legal sense – seat determines procedural law and supervisory court jurisdiction. Second, no fallback mechanism existed for appointing a sole arbitrator if the parties disagreed. Third, the clause contained no sanctions compliance carve-out, which became relevant when the German parent entity was subject to EU restrictive measures affecting payment flows.

How did the drafting strategy change?

Once retained, our team conducted a clause audit within five business days. The audit identified three enforceable paths: renegotiate a replacement clause by agreement, apply to the Warsaw District Court (Sąd Okręgowy w Warszawie) to appoint an arbitrator under the ad hoc mechanism, or treat the clause as void and litigate before the state courts. Each path carried a different cost and timeline – the state court route for a dispute of this size typically runs 24 to 36 months at first instance.

The parties ultimately agreed on a replacement clause. The revised text adopted SA KIG Rules, designated Warsaw as the legal seat, specified one arbitrator for disputes below PLN 500,000 and three arbitrators above that threshold, set Polish as the language of proceedings, and included a governing-law confirmation. A dedicated sanctions compliance clause was added, permitting either party to suspend performance without penalty if a competent authority issued a blocking order affecting payment.

We secured a resolution preserving the arbitral forum for a technology client in the Mazowieckie region (spring 2026). The revised clause was executed within three weeks of our engagement, well before the interim-measures window closed. Had the parties proceeded to state court, the dispute lawyer fees and court costs alone would have exceeded PLN 120,000 at first instance.

  • Identify the arbitral institution by full name and applicable rules version
  • State the legal seat explicitly – not just the city
  • Set a threshold for sole arbitrator versus three-arbitrator panels
  • Specify the language of proceedings and governing law
  • Include a sanctions compliance or force majeure carve-out

What are the transferable lessons for Polish contracts?

Polish arbitration law – contained in the Kodeks postępowania cywilnego (Code of Civil Procedure, KPC) – gives parties wide autonomy to structure dispute resolution. That autonomy is only useful when exercised precisely. The KPC requires the arbitration agreement to specify the subject matter or legal relationship from which disputes may arise. Broad language such as "any dispute" is acceptable; silence on institutional rules is not.

Foreign investors frequently underestimate how the choice of seat interacts with enforcement. A Warsaw seat means the Warsaw Court of Appeal (Sąd Apelacyjny w Warszawie) supervises set-aside applications and interim relief requests. This is material for cross-border enforcement: an award rendered at a Polish seat benefits from the New York Convention framework, simplifying recognition in the over 170 contracting states. For context on enforcement mechanics across borders, see our guide on enforcing a United Kingdom judgment in Poland step-by-step.

A second lesson concerns KIO appeal risk. Contracts in the public procurement sector are subject to the National Appeals Chamber (Krajowa Izba Odwoławcza, KIO). Private arbitration clauses in public contracts require careful drafting to avoid conflict with KIO jurisdiction over procurement disputes. Mixing the two regimes in a single contract without a clear scope carve-out creates enforcement gaps that litigation Warsaw courts have declined to resolve in the claimant's favour.

For investors comparing entity structures before signing long-term supply agreements, the choice between a sp. z o.o. and a spółka akcyjna (joint-stock company, SA) affects the enforceability of arbitration clauses in shareholder disputes. Our analysis of the sp. z o.o. vs SA decision matrix for Poland investors covers this intersection in detail.

We obtained a favourable jurisdictional ruling for a manufacturing client in Silesia (autumn 2025), where the original clause had failed to specify arbitrator appointment mechanics. The court confirmed that a well-drafted replacement agreement executed before proceedings commenced was valid and binding, even after the underlying dispute had arisen.

One further consideration: arbitration Poland practice has converged around a small number of institutional choices – SA KIG, the Lewiatan Court of Arbitration, and ICC for higher-value cross-border matters. Selecting an institution with published, up-to-date rules reduces interpretive risk. Ad hoc clauses referencing UNCITRAL Rules remain enforceable but require more detailed drafting to avoid gaps. For parties with Slovak counterparties, the enforcement pathway is addressed in our guide on enforcing a Slovakia judgment in Poland step-by-step.

Specific attention to your company's situation is warranted before any clause is finalised. A defective arbitration clause does not merely delay resolution – it can permanently foreclose the forum the parties intended, forcing disputes into a state court system with longer timelines and different cost structures. To receive an expert assessment of your arbitration clause drafting needs, contact info@kordeckipartners.com.

Frequently asked questions

Q: Can an arbitration clause be added to an existing Polish contract after a dispute has already arisen?

A: Yes. Polish civil procedure permits parties to conclude an arbitration agreement after a dispute has arisen, provided both parties consent in writing. The agreement must still meet the formal requirements of the Code of Civil Procedure – written form and defined subject matter. Courts have upheld post-dispute arbitration agreements where the consent was clear and unambiguous.

Q: Is there a minimum contract value below which arbitration is not practical in Poland?

A: There is no statutory minimum. In practice, institutional arbitration before SA KIG or Lewiatan becomes cost-effective for disputes above approximately PLN 200,000, given registration fees and arbitrator remuneration. For smaller disputes, a mediation clause or expedited arbitration track – available under SA KIG Rules for claims below PLN 500,000 – is often more proportionate.

Q: Does a foreign-language arbitration clause remain enforceable in a Polish court?

A: A common misconception is that arbitration agreements must be in Polish to be valid in Poland. They do not. Polish courts regularly enforce arbitration clauses drafted in English or German. However, the clause must be translated if submitted as evidence in Polish proceedings, and ambiguities in translation can become points of contest. Drafting in the language of the governing law reduces this risk.

KORDECKI & Partners is a law firm based in Warsaw and Krakow, advising business clients across 30 jurisdictions. Our team combines expertise in Polish and international law with a practical approach to commercial disputes, arbitration clause drafting, and cross-border enforcement. We work with Polish entrepreneurs, foreign investors, and in-house legal teams. To discuss your situation, contact info@kordeckipartners.com.

Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. KORDECKI & Partners assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@kordeckipartners.com.