A cross-border supply agreement is signed. The governing-law clause points to Polish law. The dispute resolution clause, however, was copied from a template drafted for English courts. When a payment dispute arises eighteen months later, neither party can agree where to sue – and the window for interim measures closes while lawyers argue jurisdiction.

An arbitration clause in a Polish contract must satisfy the formal requirements of the Kodeks postępowania cywilnego (Code of Civil Procedure, KPC) to be enforceable. The clause must be in writing, identify the subject matter of the dispute or the legal relationship from which disputes may arise, and designate either a permanent arbitral institution or the rules for ad hoc proceedings. A clause that omits any of these elements risks being declared void by the Polish courts, leaving the parties without the forum they intended.

This alert explains what has changed in Polish arbitration practice, which contracts are most exposed, and what drafting steps to take before your next agreement is executed.

What makes an arbitration clause enforceable under Polish law?

Polish arbitration law, housed in the KPC, requires a written arbitration agreement. Electronic form satisfies this requirement – provided the document is signed with a qualified electronic signature or exchanged in a way that records the content of the agreement. A clause buried in general terms and conditions is valid only if the counterparty expressly accepted those terms in the main contract. Courts at the District Court (Sąd Okręgowy) level have repeatedly declined jurisdiction where this cross-reference was missing.

The clause must define scope. "All disputes" language is acceptable, but it must attach to a specific contract or legal relationship. Vague formulations – "disputes that may arise between the parties" without identifying the contract – have been treated as insufficiently determinate. The National Court Register (KRS) filing does not cure a defective clause; the defect travels with the contract.

  • Written form: original, scan with qualified e-signature, or exchange of electronic messages recording acceptance
  • Scope: identified contract or legal relationship
  • Forum: named institution (e.g., Court of Arbitration at the Polish Chamber of Commerce) or designated ad hoc rules
  • Seat: city in Poland or abroad – determines which national court supervises the proceedings

One concrete figure matters here: a party wishing to challenge an arbitral award before Polish state courts has three months from service of the award to file a setting-aside action. Miss that window and the award becomes final – an irreversible consequence that forfeits the right to judicial review entirely.

Who is affected and which contracts carry the highest risk?

Any Polish-law contract with a cross-border element is exposed if the dispute resolution clause was drafted without reference to KPC requirements. The risk is highest in three categories: long-term supply agreements with foreign counterparties, joint-venture agreements where one shareholder is domiciled outside Poland, and construction contracts subject to FIDIC conditions where the dispute adjudication board (DAB) process feeds into arbitration.

Foreign investors entering Poland through a subsidiary registered with the National Court Register (KRS) frequently inherit template clauses from their parent-company standard forms. Those forms may reference ICC, LCIA, or VIAC rules – all recognised in Poland – but omit the seat of arbitration. Under Polish arbitration law, the seat determines which court has jurisdiction to grant interim measures and to hear setting-aside applications. A missing seat clause is not automatically cured by the institution's rules; Polish courts have held that the institutional rules fill procedural gaps but do not supply a missing seat.

Sanctions compliance adds a further layer. Where a contract involves a party subject to EU or US sanctions, an arbitration clause that routes disputes to a seat in a non-cooperative jurisdiction may expose the non-sanctioned party to secondary sanctions risk. We secured a reversal of an enforcement refusal for a manufacturing client in the Mazowieckie region (autumn 2025) precisely because the original clause named a seat that had become operationally inaccessible after sanctions designations. (For cross-border enforcement questions, see our guide on enforcing a Slovakia judgment in Poland.)

Public procurement contracts present a separate issue. A KIO appeal – a challenge before the National Appeals Chamber (Krajowa Izba Odwoławcza, KIO) – is the mandatory first step for procurement disputes. Arbitration clauses in public contracts are void for disputes that fall within the KIO's exclusive jurisdiction. Parties that insert arbitration clauses into public contracts without carving out KIO matters risk losing both forums.

What immediate drafting steps should you take?

Act before the next contract is signed. Retroactive amendment of a dispute resolution clause requires the written consent of both parties – and counterparties rarely agree once a dispute is foreseeable. The practical deadline is execution day. After that, amending the clause costs negotiation capital and, in some cases, requires notarial form if the underlying contract was notarised.

Our team obtained interim measures protecting assets worth over EUR 3m for a German investor's subsidiary in Lower Silesia (spring 2026) because the arbitration clause correctly identified Warsaw as the seat, enabling an application to the competent District Court within 48 hours of the dispute crystallising.

A well-drafted clause for a Polish contract should include these elements:

  • Named arbitral institution and its current rules (by year of edition)
  • Seat of arbitration: a specific city
  • Language of proceedings
  • Number of arbitrators (one or three)
  • Governing law of the arbitration agreement (can differ from the main contract)

For contracts involving restructuring risk – where a counterparty may become insolvent before an award is rendered – the clause should also address the effect of insolvency proceedings on pending arbitration. Polish insolvency law gives the administrator broad powers to disclaim contracts, and an arbitration clause does not automatically survive a counterparty's bankruptcy. Coordinating dispute resolution with restructuring strategy is addressed in our restructuring practice overview.

Finally, review existing contracts. Any agreement with a term exceeding 12 months and a dispute resolution clause that pre-dates 2023 should be audited. Institutional rules have been updated; a clause referencing an outdated edition may route disputes to a procedure the institution no longer operates. Our disputes practice offers a clause-audit service with a turnaround of five business days.

Your specific contract may contain a clause that appears valid on its face but fails the KPC's enforceability test in practice. That gap precludes arbitration and forces litigation in Polish state courts – a forum that may take 24 to 36 months to reach a first-instance judgment.

To receive an expert assessment of your arbitration clause before your next contract is signed, contact info@kordeckipartners.com.

Frequently asked questions

Q: Can we use a foreign arbitration institution (ICC, LCIA) for a Polish-law contract?

A: Yes. Polish arbitration law does not require disputes to be resolved by a Polish institution. ICC, LCIA, VIAC, and other recognised institutions are regularly used in contracts governed by Polish law. The key requirement is that the clause correctly identifies the institution, its rules, and the seat of arbitration. If the seat is in Poland, Polish courts supervise the proceedings and hear setting-aside applications.

Q: How long does arbitration in Poland typically take compared with state-court litigation?

A: Arbitration before the Court of Arbitration at the Polish Chamber of Commerce typically concludes within 12 to 18 months for a standard commercial dispute. State-court litigation at first instance in Warsaw can take 24 to 36 months. Appeals extend both timelines. The time advantage of arbitration is most pronounced in complex, document-heavy disputes where the parties can agree on a tight procedural timetable.

Q: Is it a misconception that any written dispute resolution clause is automatically enforceable in Poland?

A: Yes, and it is a common one. A clause that merely says "disputes shall be resolved by arbitration" without identifying the institution, seat, or scope does not satisfy KPC requirements. Polish courts have set aside arbitral awards where the underlying clause was found to be insufficiently specific. Drafting precision at the contract stage is the only reliable protection against this outcome.

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 sanctions compliance. 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.