A Warsaw-based IT services company signs a long-term supply agreement with a German partner. The contract is silent on dispute resolution. Two years later, a billing dispute erupts – and both sides immediately disagree on whether to litigate in Warsaw, Munich, or before an arbitral tribunal. The cost of that silence: months of jurisdictional skirmishing before the merits are even reached.
A well-drafted arbitration clause removes that uncertainty entirely. Under Polish civil procedure law, parties to a commercial contract may agree to refer disputes to arbitration, provided the clause is in writing and identifies the arbitral institution or the mechanism for appointing arbitrators. Polish courts will decline jurisdiction over a validly arbitrated dispute, and an arbitral award is enforceable across Poland and in over 170 states party to the New York Convention. Getting the clause right at the drafting stage costs far less than correcting it in litigation.
This guide walks through the key drafting steps, common errors, and three business scenarios – manufacturing, IT, and cross-border investment – where clause design makes a material difference to outcome. Each section includes a concrete figure, a practical checklist, and a decision point to help you assess your own contracts before disputes arise.
What makes an arbitration clause valid under Polish law?
Polish civil procedure law recognises arbitration agreements that satisfy a short list of formal requirements. The clause must be in writing – which includes electronic form. It must identify the subject matter of the arbitration, either by reference to a specific contract or a class of disputes. And it must be signed or otherwise authenticated by both parties. Clauses buried in general terms and conditions are valid only if those terms were expressly incorporated by reference.
The Sąd Arbitrażowy przy Krajowej Izbie Gospodarczej (Court of Arbitration at the Polish Chamber of Commerce, SA KIG) is the principal domestic institution. The Sąd Arbitrażowy przy Konfederacji Lewiatan (Lewiatan Court of Arbitration) handles a significant share of mid-market disputes. Both institutions maintain model clauses that satisfy the formal requirements under Polish law. Using a model clause verbatim is the safest starting point – deviations require careful drafting.
One frequently overlooked requirement: the clause must cover arbitrability. Certain disputes – including some employment claims and consumer matters – cannot be arbitrated under Polish law. For B2B contracts, arbitrability is rarely an issue, but intellectual property ownership disputes and some public procurement matters (where a Krajowa Izba Odwoławcza (National Appeals Chamber, KIO) appeal is mandatory) fall outside the scope of private arbitration. Identifying the correct dispute category before drafting saves significant procedural cost later.
A clause that fails these requirements does not simply become unenforceable. It may also expose the drafting party to a finding that the counterparty never validly consented to arbitration – which forfeits the speed and confidentiality advantages the clause was meant to create.
How should you structure the clause for cross-border contracts?
Cross-border contracts introduce three additional variables: the seat of arbitration, the governing law, and the language of proceedings. Each choice has downstream consequences that a domestic clause can safely ignore. For a Polish party contracting with a UAE counterparty, for instance, the seat determines which national courts supervise the arbitration and which procedural law applies to the tribunal's conduct. A seat in Warsaw means Polish courts handle any challenge to the award.
We secured a reversal of an adverse interim award for a manufacturing client in the Mazowieckie region (autumn 2025) precisely because the seat clause correctly identified Warsaw – allowing the client to apply to the Warsaw Commercial Court for interim measures within 14 days of the tribunal's procedural order. A seat outside Poland would have required parallel foreign proceedings, adding cost and delay.
Governing law and arbitration law are distinct. Parties routinely specify Polish law as the governing law of the contract while selecting ICC or LCIA rules for the arbitration itself. That combination is valid and enforceable. What causes problems is specifying an institutional set of rules without confirming that the chosen institution will accept the case – some institutions require pre-registration or minimum claim thresholds. The ICC, for example, applies an administrative fee structure that makes it economically unsuitable for disputes below approximately EUR 50,000.
- Seat of arbitration – determines supervisory court jurisdiction
- Governing law of the contract – separate from procedural law
- Language of proceedings – affects enforceability in non-English jurisdictions
- Number of arbitrators – one arbitrator for claims below PLN 500,000 is standard
- Expedited procedure threshold – most institutions allow it for claims below EUR 100,000
For clients with exposure to sanctions compliance issues – particularly those operating across CIS jurisdictions – the choice of seat also affects whether an arbitral award can be enforced against assets in sanctioned territories. This is a live concern for contracts drafted in 2025–2026. Selecting a neutral seat with strong treaty networks (Vienna, Stockholm, Singapore) may be preferable to Warsaw where enforcement against CIS-domiciled assets is anticipated.
To receive an expert assessment of your cross-border contract structure, contact info@kordeckipartners.com.
What are the most common drafting mistakes – and how do you fix them?
The most damaging mistake is the "pathological clause" – an arbitration agreement that is internally inconsistent. A typical example: "Disputes shall be resolved by the Court of Arbitration in Warsaw in accordance with ICC Rules." No single institution matches that description. The result is a clause that is arguably void for uncertainty, leaving the parties in litigation Warsaw courts never intended to supervise.
Our team obtained interim measures protecting assets worth over EUR 3m for a German investor's subsidiary in Lower Silesia (spring 2026) after the counterparty attempted to exploit a pathological clause in the original shareholders' agreement. The fix required a separate arbitration agreement – drafted under time pressure and at considerably greater cost than a correct clause at the outset would have required.
Three further errors appear regularly in contracts we review for dispute lawyer mandates:
- Omitting a tiered dispute resolution clause – skipping mandatory negotiation or mediation before arbitration triggers unnecessary cost for minor disputes
- Setting an unrealistic arbitration timeline – agreeing to a 30-day award deadline is unenforceable and signals unfamiliarity with institutional rules
- Failing to address multi-party disputes – joint ventures with three or more parties need a consolidation mechanism or the clause breaks down entirely
The fix for most of these errors is simple: adopt the model clause of the chosen institution and add only the variables that genuinely require customisation – seat, language, number of arbitrators, and any tiered escalation step. Every additional deviation from the model clause should be reviewed by a dispute lawyer familiar with Polish arbitration practice before signature.
Which scenario fits your business?
Three common scenarios illustrate how clause design diverges in practice. Each maps to a different institutional choice and cost profile.
Manufacturing (domestic supply chain): A Polish manufacturer supplying components to a domestic OEM faces disputes that typically involve technical defects, delivery timelines, and price adjustments. Claims usually fall between PLN 200,000 and PLN 2m. The SA KIG expedited procedure – which delivers an award within 45 days of the tribunal's constitution – is well suited. A single arbitrator, Polish governing law, and a Warsaw seat keep costs proportionate. The clause should include a 14-day negotiation period before arbitration is triggered.
IT services (cross-border): A Warsaw-based software developer contracting with an EU client faces disputes over deliverables, IP ownership, and service levels. For more on IP protection strategy in this sector, see our guide on IP protection strategy for Poland tech companies. Claims can be difficult to quantify in advance. A three-arbitrator panel under Lewiatan rules, with a cap on the expedited procedure at EUR 100,000, balances speed and quality of the tribunal for higher-value disputes.
Foreign investor (entry structure): A UAE investor acquiring a Polish operating company through a share purchase agreement needs a clause that covers both the SPA and any shareholders' agreement. For background on dispute resolution for UAE companies in Poland, see our guide on dispute resolution for UAE companies doing business in Poland. An ICC clause with a Vienna or Warsaw seat, English as the language of proceedings, and a three-arbitrator panel is standard. The clause should also address enforcement – for detail on enforcing foreign awards in Poland, see our guide on enforcing a UAE judgment in Poland step by step.
The decision matrix is straightforward: claim size below PLN 500,000 – single arbitrator, domestic institution, expedited procedure. Claim size above EUR 500,000 with cross-border elements – three arbitrators, international institution, neutral seat. Everything in between requires a judgment call on cost versus procedural quality.
For a tailored strategy on arbitration clause drafting for your specific contract, reach out to info@kordeckipartners.com.
What to prepare before signing an arbitration clause?
Drafting an arbitration clause is not a last-minute exercise. The following checklist covers the minimum preparation for any commercial contract with a dispute value above PLN 100,000.
- Identify the likely dispute types – technical, financial, IP, or governance
- Confirm the anticipated claim range – this drives the institutional and arbitrator choice
- Verify that the subject matter is arbitrable under Polish law
- Select the institution and confirm it will accept cases under your clause
- Agree the seat, governing law, language, and number of arbitrators explicitly
For contracts with CIS or Ukrainian counterparties, an additional step applies: verify whether the chosen seat and institution are accessible given current sanctions compliance requirements. Some CIS-domiciled parties face restrictions on paying institutional fees in EUR or USD – a practical obstacle that voids the clause in effect even if it is formally valid. The Ukrainian and CIS Desks at KORDECKI & Partners advise on this issue regularly.
Timeline: a properly drafted arbitration clause takes two to four working days to prepare and negotiate for a standard commercial contract. For a multi-party joint venture or shareholders' agreement, allow one to two weeks. That investment is small relative to the cost of a jurisdictional dispute – which, in our experience, adds a minimum of three months and PLN 30,000 in legal fees before the merits are reached.
A specific situation your company faces will carry consequences that a generic clause cannot address. Selecting the wrong institution or omitting a consolidation mechanism in a multi-party structure precludes efficient resolution and may forfeit the confidentiality protection that arbitration was chosen to provide.
To discuss how arbitration clause design applies to your contracts, email info@kordeckipartners.com.
Frequently asked questions
Q: Can an arbitration clause be added to an existing contract after it has been signed?
A: Yes. Parties may enter into a separate arbitration agreement (sometimes called a submission agreement) at any time, including after a dispute has arisen. The agreement must satisfy the same formal requirements as a clause in the original contract – it must be in writing and signed by both parties. Adding an arbitration agreement after a dispute has arisen is more difficult in practice because the parties may already be adversarial, but it remains legally valid under Polish civil procedure law.
Q: How long does arbitration typically take in Poland, and what does it cost?
A: Expedited proceedings at SA KIG or Lewiatan typically conclude within three to six months from the constitution of the tribunal. Standard proceedings take twelve to eighteen months for complex disputes. Institutional fees at SA KIG for a PLN 1m claim are approximately PLN 15,000 to PLN 20,000, excluding arbitrators' fees and legal costs. This compares favourably with Polish state court litigation, where a commercial case at first instance in Warsaw can take two to three years.
Q: Is an arbitration clause enforceable against a Polish state-owned enterprise?
A: Polish state-owned enterprises can in principle agree to arbitration for commercial disputes. However, certain public law constraints apply – particularly where the contract involves public funds or falls within public procurement rules. In those cases, the KIO appeal procedure may be mandatory for specific disputes, and an arbitration clause will not displace it. For contracts outside the public procurement framework, a well-drafted clause is enforceable against state-owned counterparties, though enforcement of any resulting award against state assets requires a separate analysis.
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 arbitration, dispute resolution, and cross-border contract drafting. 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.