On paper, drafting an arbitration clause looks simple. Insert a standard sentence, name an institution, and the dispute resolution mechanism is in place. In practice, a poorly worded clause can render the entire agreement unenforceable in Polish courts – or worse, leave a party litigating in Warsaw when it expected to be seated in Vienna.

An arbitration clause in a Polish contract must satisfy formal requirements under the Kodeks postępowania cywilnego (Code of Civil Procedure, KPC). The clause must be in writing, must identify the subject matter of the dispute or the legal relationship from which disputes may arise, and must reflect the genuine consent of both parties. A clause that fails any of these elements is void under Polish law, and the dispute defaults to the jurisdiction of the ordinary courts of Poland.

This alert explains what drafters frequently get wrong, who is most exposed, and what immediate steps reduce the risk of a defective clause. The structure is: common drafting failures, the threshold questions that determine which disputes can be arbitrated, and an action checklist for contracts currently under negotiation or review.

What drafting failures make an arbitration clause unenforceable in Poland?

Polish courts apply a strict validity test. The clause must be written – oral agreements to arbitrate are ineffective. It must also describe the dispute with sufficient precision. A clause that reads "all disputes" without identifying the underlying contract or legal relationship has been challenged before Polish courts on grounds of indeterminacy. The National Court Register (KRS) records show that enforcement proceedings are regularly delayed where the clause is ambiguous about institutional versus ad hoc arbitration.

Three failures appear most often in practice:

  • Naming a non-existent institution or using an outdated institutional name
  • Failing to specify the seat of arbitration, which triggers default rules that may surprise the parties
  • Combining an arbitration clause with an exclusive jurisdiction clause in the same agreement, creating a direct conflict

The seat matters enormously. If the seat is Warsaw, Polish courts supervise the arbitration – including interim measures and enforcement. If the seat is abroad, the New York Convention governs recognition in Poland, adding a layer of procedural complexity. We secured a reversal of an enforcement refusal for a technology client in the Mazowieckie region (autumn 2025), where the original clause had named a defunct arbitral body. The court found the clause void, and the client faced full re-litigation in the ordinary courts.

Pathological clauses – those that are internally contradictory or that name an institution without incorporating its rules – are a separate category. Polish courts will not cure a pathological clause by interpretation. The clause fails, and the parties lose the benefit of arbitration entirely. That outcome is irreversible once proceedings have commenced in the wrong forum.

Who is affected, and what thresholds apply?

Not every dispute is arbitrable under Polish law. The KPC limits arbitration to property rights and certain non-property rights. Disputes concerning employment contracts, consumer agreements concluded with a weaker party, and insolvency proceedings cannot be removed from the ordinary courts by an arbitration clause. A clause purporting to cover these matters is void to that extent – and may taint the entire agreement if the void portion is not severable.

The practical thresholds are as follows. For B2B commercial contracts, virtually all property disputes are arbitrable. For contracts with a consumer element – defined broadly under Polish consumer protection law – the clause is unenforceable against the consumer. For public procurement contracts subject to review by the National Appeals Chamber (Krajowa Izba Odwoławcza, KIO), a KIO appeal runs in parallel with any contractual dispute mechanism. Parties sometimes mistakenly believe that an arbitration clause displaces KIO jurisdiction. It does not.

Foreign investors face an additional layer. A contract governed by foreign law but performed in Poland may still be subject to Polish mandatory rules on arbitrability. The Polish Financial Supervision Authority (KNF) has issued guidance confirming that regulated financial instruments disputes carry specific arbitrability constraints. Ignoring these constraints forfeits the right to enforce an award in Poland, even where the award was validly rendered abroad.

Cross-border structures deserve particular attention. For Cyprus-based entities contracting with Polish counterparties, the interaction between the arbitration clause and Polish jurisdiction rules is addressed in our analysis of dispute resolution for Cyprus companies doing business in Poland. The 30-day window to challenge a defective clause before Polish courts runs from the moment the respondent first appears in proceedings – missing that deadline precludes any later objection.

What immediate steps should contracting parties take?

Any contract currently under negotiation that contains an arbitration clause should be reviewed against three criteria before signature. First, does the clause identify the seat? Second, does it name a recognised institution and incorporate that institution's current rules by reference? Third, is the subject matter of the dispute within the arbitrable categories under Polish law? A clause that fails any of these checks should be redrafted before execution.

For contracts already signed, the position is more constrained. Parties can agree to amend the clause by written addendum at any time before a dispute arises. Once a dispute has arisen, amendment requires the consent of both parties – which is rarely forthcoming. The window to act is therefore narrow. We obtained a successful clause amendment for a manufacturing client in Silesia (spring 2026), where the original agreement had been silent on the seat. The addendum was executed within 14 days of our review.

Technology and AI-adjacent contracts carry a specific risk. Where the underlying agreement involves automated decision-making or AI-generated outputs, the scope of "disputes" in the clause may not capture liability arising from system failures. Our note on AI Act transparency obligations for AI providers in Poland outlines how the regulatory framework intersects with contractual liability – and why the arbitration clause needs to be drafted with that intersection in mind.

For parties dealing with cross-border enforcement – particularly where a Ukrainian counterparty is involved – the enforceability of an award in Poland depends on the clause being valid under both the law of the seat and Polish recognition rules. The procedural steps are set out in our guide on enforcing a Ukraine judgment in Poland step by step.

Immediate action checklist:

  • Identify all active contracts with arbitration clauses and confirm the seat is specified
  • Verify that the named institution exists and that its current rules are incorporated by reference
  • Check whether the subject matter falls within arbitrable categories under Polish law
  • Confirm no conflicting jurisdiction clause appears elsewhere in the same agreement
  • For cross-border contracts, assess whether mandatory Polish rules override the chosen law

Specific situations require tailored analysis. A clause that works for a straightforward supply agreement may be inadequate for a joint venture, a technology licence, or a contract with a sanctioned-jurisdiction element where sanctions compliance obligations affect the enforceability of the award itself.

To receive an expert assessment of your arbitration clause before the next dispute arises, contact info@kordeckipartners.com.

Frequently asked questions

Q: Can an arbitration clause be added to a contract after it has been signed?

A: Yes, by written addendum signed by both parties. The addendum must meet the same formal requirements as the original clause – it must be in writing and must identify the disputes it covers. An oral agreement to arbitrate, even after a dispute has arisen, is not enforceable under the Code of Civil Procedure.

Q: Is it a common misconception that any institutional arbitration clause will be upheld in Poland?

A: It is. Polish courts have refused to give effect to clauses naming institutions whose rules do not provide a functioning procedure for constituting the tribunal. If the named institution has merged, been renamed, or ceased operations, the clause may be treated as pathological and void. Parties should verify the institution's current status and incorporate its most recent rules by reference at the time of drafting.

Q: How long does it typically take to obtain an arbitral award and enforce it in Poland?

A: Institutional arbitration in Poland typically concludes within 12 to 24 months from the filing of the request, depending on the complexity of the case and the number of arbitrators. Enforcement before the ordinary courts adds a further 3 to 6 months if the award is uncontested. A challenge to the award on grounds of public policy or procedural irregularity can extend the process by an additional 12 months or more.

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 litigation, arbitration, and cross-border dispute resolution. 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.