A logistics company headquartered in Warsaw had signed a five-year commercial lease for a 2,400 square metre warehouse facility in the Mazowieckie region. Twelve months in, the landlord served notice purporting to terminate the agreement on grounds of alleged breach. The tenant disputed every element of that notice – and the dispute quickly escalated into a matter with potential exposure exceeding PLN 1.5m in unpaid rent claims, fit-out cost recovery, and relocation costs.

Commercial lease agreements in Poland are governed primarily by the Kodeks cywilny (Civil Code, KC) and, where applicable, the Kodeks postępowania cywilnego (Code of Civil Procedure, KPC). Key protective provisions – covering termination grounds, rent indexation, and reinstatement obligations – are largely default rules that parties may modify by contract. Failure to negotiate those modifications before signing forfeits the tenant's ability to rely on them later. The consequences can be financially irreversible.

This case study traces the background of the dispute, the strategy our team adopted, the procedural steps taken, and the transferable lessons that apply to any occupier or investor entering a Polish commercial lease. Readers considering property acquisition alongside leasing arrangements may also find our guide on buying property in Poland as a Spain national a useful reference point for broader real estate context.

What were the background facts and contractual risks?

The lease had been negotiated quickly. The tenant – a mid-sized logistics operator – had relied on a standard template provided by the landlord's agent. That template contained several provisions that, on their face, appeared balanced. In practice, they were heavily weighted toward the landlord. Three clauses created the most acute exposure.

First, the rent escalation clause linked annual increases to a private index rather than the official consumer price index published by the Główny Urząd Statystyczny (Central Statistical Office, GUS). The private index had risen 4.2 percentage points faster than GUS data over the prior 12 months. The landlord argued that arrears had accumulated as a result. The tenant had paid what it believed was the correct rent throughout.

Second, the termination notice provision gave the landlord the right to terminate with 14 days' notice for any "material breach," without defining that term. Polish civil law provides default notice periods for fixed-term leases, but those defaults apply only where the contract is silent. This contract was not silent – it expressly displaced the statutory framework. That displacement was the source of the landlord's confidence in serving notice.

Third, the reinstatement clause required the tenant to return the premises to their original condition, regardless of whether the landlord had approved the fit-out works at the outset. The tenant had spent approximately PLN 280,000 on approved modifications. Under the contract as drafted, that expenditure was at risk of becoming a pure loss.

How did the legal strategy address the core exposure?

Our team identified three parallel lines of argument. Each addressed a distinct contractual risk. Together, they reframed the dispute from a straightforward termination enforcement into a contested question of contract interpretation under Polish law – a posture that materially changed the economics of litigation for the landlord.

The first line challenged the validity of the private indexation clause. Under Polish civil law, a contractual provision that is insufficiently precise in its reference to an external benchmark may be treated as void for uncertainty. The private index was published by a body with no regulatory standing before the Urząd Ochrony Konkurencji i Konsumentów (Office of Competition and Consumer Protection, UOKiK) or any recognised financial authority. We argued that the clause should be read as referring to GUS data by analogy with standard commercial practice – a position supported by district court decisions in Warsaw from 2023 and 2024.

The second line attacked the "material breach" termination provision. We argued that, absent a contractual definition, Polish courts apply an objective standard: the breach must be of a nature that deprives the non-breaching party of a substantial part of what it expected under the contract. Delayed payment of a disputed rent differential – the landlord's stated ground – did not meet that threshold. The tenant had paid undisputed amounts on time throughout the tenancy.

We secured interim measures before the District Court in Warsaw (spring 2026), preventing the landlord from re-letting the premises during proceedings. That injunction protected the tenant's operational continuity – an irreversible consequence had it been denied. We also recovered a fee adjustment exceeding PLN 180,000 for the tenant in the Mazowieckie region (spring 2026) by successfully challenging the indexation methodology before the court.

What does the process reveal about Polish lease litigation?

The procedural path through Polish courts is not fast. District court proceedings in Warsaw typically take 18 to 24 months at first instance. Appellate review before the Court of Appeal adds a further 12 to 18 months. Parties who expect rapid resolution are frequently disappointed. That timeline has a direct bearing on strategy: interim measures become critical, because they preserve the status quo while the substantive dispute unfolds.

Polish civil procedure requires that an application for interim relief demonstrate two elements: a credible legal claim (uprawdopodobnienie roszczenia) and a legal interest in the measure being granted. In lease disputes, the legal interest is usually straightforward – loss of premises mid-term is difficult to compensate in damages alone. The credibility requirement is where preparation matters. Courts expect documentary evidence, not assertions.

The landlord's position also carried risk. A landlord who terminates a fixed-term lease without valid grounds faces a claim for the full remaining rent – in this case, four years' worth at PLN 28,000 per month, totalling over PLN 1.3m. That exposure, once quantified and placed before the court, changed the settlement dynamic entirely. Parties with counsel experienced in commercial property disputes understand how to price that risk into negotiations. Parties without such counsel often do not.

Foreign investors entering Polish commercial real estate should also consider how lease structures interact with acquisition financing and tax planning. Our analysis of buying property in Poland as a Netherlands national addresses several of these intersecting issues for EU-based investors.

What are the transferable lessons for tenants and landlords?

Every commercial lease negotiation in Poland involves choices that are difficult to undo after signing. The lessons from this matter apply broadly – to logistics operators, retail occupiers, office tenants, and foreign investors acquiring Polish real estate assets with existing lease structures attached.

Four points stand out from the procedural and substantive record in this case:

  • Define "material breach" expressly in the contract. An undefined term invites litigation and gives courts wide interpretive latitude.
  • Anchor rent indexation to GUS data or a named official source. Private indices create disputes that are expensive to resolve and unpredictable in outcome.
  • Document landlord approval of fit-out works in writing, with explicit waiver of reinstatement obligations where appropriate. Verbal approvals are unenforceable in Polish civil proceedings.
  • Build in a dispute resolution mechanism – mediation before litigation – with a minimum 30-day standstill period. This preserves the relationship and reduces court costs.

For investors acquiring assets with sitting tenants, lease due diligence should specifically review termination provisions, indexation methodology, and reinstatement obligations. Those three areas account for the majority of commercial lease disputes we handle. Pillar Two and international tax considerations for holding structures are addressed in our note on Pillar Two practical steps for Polish subsidiaries, which is relevant where lease assets are held through intermediate entities.

The matter ultimately settled on terms favourable to the tenant: the termination notice was withdrawn, the indexation dispute was resolved by reference to GUS data, and the reinstatement obligation was capped at PLN 40,000 – against the PLN 280,000 originally demanded. The settlement was reached within nine months of our instruction.

Every commercial lease contains provisions that, once triggered, produce consequences that cannot be reversed by negotiation alone. Reviewing those provisions before signature costs a fraction of what litigation costs after the fact.

To discuss how the issues raised in this case study apply to your lease or property transaction, contact info@kordeckipartners.com.

Frequently asked questions

Q: Can a landlord terminate a fixed-term commercial lease in Poland before the end of the agreed term?

A: Yes, but only on grounds expressly provided in the contract or under Civil Code default provisions. The Civil Code permits early termination for material breach, but what constitutes a material breach depends on the contract's wording and, where undefined, on judicial interpretation. A landlord who terminates without valid grounds faces liability for the tenant's losses for the remaining lease period – which in a multi-year lease can be substantial.

Q: How long does a commercial lease dispute take to resolve in Polish courts?

A: First-instance proceedings before a district court in Warsaw typically last 18 to 24 months. Appeals add a further 12 to 18 months. Parties with strong documentary evidence and interim relief in place are better positioned to negotiate settlements before a full hearing. Mediation – if contractually required – can reduce total resolution time to under 12 months in straightforward cases.

Q: Is it a misconception that standard landlord templates are balanced under Polish law?

A: Yes – this is one of the most common misconceptions we encounter. Standard templates provided by landlords or their agents are drafted to protect the landlord's interests. Polish law does not impose a general requirement of contractual balance in commercial leases between business parties. Tenants who sign without negotiation assume risks that are entirely avoidable with prior legal review, typically costing a few thousand PLN against potential exposure of hundreds of thousands.

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 real estate, lease negotiation, and property 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.