A Swiss pharmaceutical company was preparing to open its Warsaw regional hub. The lease offered by the landlord ran to 47 pages. The client's in-house team flagged three clauses as potentially problematic. Our review identified eleven.
Swiss tenants entering the Polish commercial lease market face a legal framework that differs materially from Swiss tenancy law. Polish leases are governed by the Kodeks cywilny (Civil Code, KC) and supplemented by extensive contractual practice that places most risk on the tenant. Key pressure points include service charge caps, break-clause mechanics, and landlord step-in rights – each capable of generating six-figure liability if left unaddressed before signing.
This case study traces one such engagement: background, the review strategy we applied, the process that followed, and the lessons Swiss tenants can transfer to their own situations. The matter was handled in Warsaw and concluded in winter 2025.
What was the background to this Swiss tenant's situation?
The client was a mid-sized Swiss life-sciences group expanding into Central Europe. It had identified Warsaw as its regional headquarters. The landlord – a fund-owned office asset in the Mazowieckie region – presented a 10-year lease at a headline rent of EUR 22 per square metre per month. The client's Swiss counsel reviewed the document but flagged only financial terms. The operational and liability clauses were left unexamined.
The lease contained a service charge mechanism with no annual reconciliation cap. It included a landlord step-in right triggered by any breach, not merely material breach. The break clause required 18 months' written notice – a figure the client had assumed was 12 months based on earlier heads of terms. These three features alone exposed the client to potential uncapped cost escalation, loss of operational control, and a forfeited break option if notice was served even one day late.
Polish law does not impose a statutory cap on commercial service charges. Unlike Swiss cantonal practice, there is no administrative rent tribunal for office leases. The National Court Register (KRS) and the Polish Financial Supervision Authority (KNF) play no direct role in lease regulation, but lenders financing the building – often registered with the KNF – do influence standard lease forms. The District Court of Warsaw handles lease disputes, and enforcement timelines routinely exceed 18 months.
The client engaged our real estate practice six weeks before the scheduled signing. That window was tight but workable. Earlier engagement – during heads-of-terms negotiation – would have been cheaper and faster.
What review strategy did we apply?
Our approach to commercial lease review follows a three-layer model: financial exposure mapping, operational risk identification, and exit mechanics analysis. Each layer produces a prioritised issue list with a recommended negotiating position. For a Swiss tenant unfamiliar with Polish commercial lease practice, the financial exposure layer is almost always the most consequential.
We secured a reversal of an unfavourable service charge reconciliation clause for a manufacturing client in the Mazowieckie region (autumn 2025). That matter confirmed a pattern: fund-owned landlords in Warsaw routinely insert reconciliation language that allows retrospective top-up demands with no ceiling. In the Swiss client's lease, the same structure appeared. We mapped the worst-case annual exposure at PLN 380,000 above the headline rent – a figure the client had not modelled.
The operational risk layer covered three issues of particular concern to a life-sciences tenant. First, the fit-out consent clause required landlord approval for any alteration, with a 30-day response window that defaulted to refusal – not consent – on silence. Swiss tenants frequently assume silence means consent, as under Swiss law. It does not under Polish civil law. Second, the assignment and subletting clause prohibited any transfer without landlord consent, with no obligation on the landlord to act reasonably. Third, the insurance clause required the tenant to maintain cover at replacement-cost value, with no mechanism to agree that value at lease commencement.
Exit mechanics analysis focused on the break clause. The 18-month notice period was non-negotiable according to the landlord. We identified, however, that the break was conditional on the tenant having no outstanding payments at the notice date – a condition that could be manufactured by the landlord through a disputed service charge demand. We proposed a carve-out for genuinely disputed amounts.
How did the negotiation process unfold?
We presented a 14-point issue list to the landlord's legal team within five working days of instruction. We ranked each point by financial exposure and probability of dispute. That ranking shaped the negotiation sequence: we led with the service charge cap because it carried the highest financial risk, and we treated the break-clause carve-out as a linked concession to be traded later.
Our team obtained a service charge reconciliation cap of 5% per annum above the prior year's audited figure for a technology client in Lower Silesia (spring 2025). We used that precedent to anchor the Swiss client's negotiation. The landlord's initial position was that no cap was market-standard. We provided three comparable lease abstracts from Warsaw office transactions closed in the preceding 12 months. Two contained caps. The landlord accepted a 7% annual cap within two negotiating rounds.
The fit-out consent clause was amended so that silence for 21 days constituted deemed consent for non-structural alterations below a defined cost threshold. The assignment clause was amended to include a reasonableness obligation. The insurance valuation mechanism was agreed by reference to an independent surveyor's reinstatement assessment at lease commencement, with five-year reviews.
The break-clause carve-out for disputed amounts was accepted in the final round. The landlord's counsel initially resisted, citing lender requirements. We proposed a compromise: the carve-out applied only to amounts formally disputed in writing before the notice date. That formulation satisfied the lender's standard and protected the client. Total negotiation time: four weeks. The lease was signed on schedule.
What lessons apply to other Swiss tenants reviewing Polish office leases?
The transferable lessons from this matter fall into four categories. Swiss tenants considering Polish office space – whether in Warsaw, Kraków, or secondary cities – should apply each before signing. For broader context on how these issues arise in domestic transactions, see our guide on office lease review for Poland tenants.
- Engage counsel before heads of terms, not after. Heads of terms create commercial expectations that are difficult to unwind. Six weeks before signing is workable; six months before is better.
- Map service charge exposure in PLN, not just EUR. Currency fluctuation can inflate a PLN-denominated service charge by 15–20% against a Swiss or euro-denominated budget within a single lease year.
- Test every condition attached to a break clause. A single unpaid invoice – even a disputed one – can forfeit a break right worth millions in avoided rent.
- Do not assume silence means consent. Polish civil law defaults to refusal on landlord silence for fit-out approvals. Build deemed-consent mechanisms into the lease.
- Verify the notice period in the final executed version. Heads of terms are routinely superseded by the long-form lease. Always compare the two documents.
Swiss tenants with cross-border restructuring concerns – for instance, where the Polish subsidiary is part of a group undergoing Swiss insolvency proceedings – should also review the interaction between Polish lease law and cross-border insolvency rules. Our analysis of cross-border insolvency involving Poland and Switzerland addresses that intersection directly. Separately, tenants comparing the Polish and UAE office markets will find useful parallels in our note on office lease review for UAE tenants.
One structural point deserves emphasis. Polish commercial lease law does not protect tenants the way Swiss cantonal law does. The Civil Code gives parties wide contractual freedom. That freedom benefits a well-advised tenant and disadvantages an unadvised one. The gap between those two positions is not a matter of legal sophistication – it is a matter of preparation.
What to prepare before instructing counsel on a Polish office lease review:
- Signed or draft heads of terms, including any side letters
- The full lease draft in the version most recently circulated by the landlord
- The client's internal budget model for total occupancy cost over the lease term
- Any correspondence with the landlord about fit-out scope or planned alterations
Having these documents ready at instruction reduces review time by at least three working days – a material saving when the signing window is short.
Frequently asked questions
Q: How long does a commercial lease review typically take for a Swiss tenant entering the Polish market?
A: A thorough review of a standard Warsaw office lease runs to five to seven working days for the initial issue list. Negotiation with the landlord adds two to four weeks depending on the number of open points and the landlord's responsiveness. Swiss tenants should budget a minimum of six weeks from instruction to execution if they want adequate negotiating room.
Q: Is it a common misconception that Polish office leases follow a standard market form?
A: Yes. Unlike some other jurisdictions, Poland has no statutory standard-form commercial lease. Each landlord – particularly fund-owned assets – uses its own template, often heavily weighted in the landlord's favour. Market-standard is a negotiating position, not a legal concept. Swiss tenants should treat every clause as negotiable until the landlord provides a specific legal or lender-driven reason why it cannot be amended.
Q: What are the typical costs of a Polish office lease review for a foreign tenant?
A: Costs depend on lease length, complexity, and the number of negotiating rounds. A review and single-round negotiation for a mid-market Warsaw office lease typically falls in the range of EUR 3,000 to EUR 8,000 in legal fees. That figure should be weighed against the financial exposure identified – in the matter described above, the service charge cap alone protected the client against potential additional cost of PLN 380,000 per year.
For a tailored assessment of your Polish office lease, contact info@kordeckipartners.com.
Your specific lease situation may involve conditions that interact in ways not visible from a single-clause review. Leaving those interactions unexamined before signing forfeits the ability to address them without litigation.
If your company is preparing to sign a Polish office lease – or has already signed one and is facing a disputed service charge or break-clause dispute – our team will conduct a focused review, identify the key exposure points, and advise on the most direct path to resolution: info@kordeckipartners.com.
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 construction disputes. 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.