A Silesian logistics operator had built its business around a single warehouse lease. When the landlord terminated the agreement early – citing a disputed breach clause – the operator faced losing access to 18,000 square metres of storage space with 60 days' notice. The financial exposure was immediate: unfulfilled client contracts, relocation costs, and a six-figure penalty clause triggered by the early exit.
Warehouse and logistics contracts in Poland are governed primarily by the Kodeks cywilny (Civil Code, KC) and the Kodeks spółek handlowych (Commercial Companies Code, KSH), supplemented by sector-specific transport and warehousing regulations. A landlord's right to terminate early is narrowly defined under Polish civil law, and disputed terminations can be challenged before the common courts or through arbitration. Acting within the statutory notice period is essential – delay forfeits interim protection and may preclude injunctive relief.
This case study traces how we approached the dispute, the contractual and procedural strategy we deployed, and the lessons that apply to any business operating warehouse or logistics infrastructure in Poland. The matter involved a commercial lease, a warehouse services agreement, and a cross-border supply chain. Each layer required a separate legal analysis before a unified strategy could be built.
What was the background to the warehouse dispute?
The client – a mid-size logistics operator headquartered in Silesia – had signed a ten-year warehouse lease with a domestic property fund. The lease contained a break clause allowing early termination if the tenant "materially breached" operational covenants. The landlord invoked that clause after a third-party audit identified minor safety deficiencies. The operator disputed whether those deficiencies met the contractual threshold for material breach.
Two parallel agreements compounded the exposure. First, a warehouse services contract with a German e-commerce client required the operator to maintain a specific facility address. Losing the premises would trigger a penalty of EUR 150,000 under that contract. Second, a logistics framework agreement with a Polish distribution network contained a 30-day cure period for service interruptions. The operator had fewer than 60 days before the landlord's notice took effect.
The National Court Register (KRS) records confirmed that the property fund was a special-purpose vehicle with limited assets beyond the warehouse itself. That structural detail shaped our enforcement strategy from day one. Standard damages claims against a thin-capitalised entity rarely produce full recovery. We needed to challenge the termination itself – not merely quantify losses.
- Lease termination notice: 60 days from receipt
- Contractual penalty exposure: EUR 150,000 under the German client agreement
- Cure period under logistics framework: 30 days
- Warehouse footprint at risk: 18,000 square metres
How did we structure the legal strategy?
The first step was a contractual audit covering all three agreements simultaneously. Polish civil law distinguishes between material and non-material breach, and the threshold is fact-specific. The safety deficiencies identified in the audit did not involve structural hazards or regulatory shutdowns. They were procedural gaps – documentation shortfalls and minor equipment labelling errors. Under Polish civil law doctrine, courts assess materiality by reference to the economic significance of the breach relative to the whole contract. A 10-year lease over 18,000 square metres is not terminated lightly.
We filed an application for interim measures before the Regional Court in Katowice within 14 days of receiving the termination notice. The application sought to suspend the lease termination pending a full merits hearing. Polish civil procedure allows interim measures where the applicant demonstrates a credible legal claim and a risk of irreparable harm. Both conditions were met: the contractual arguments against material breach were well-founded, and the EUR 150,000 penalty exposure constituted concrete, quantifiable harm.
We secured interim measures protecting the operator's right to occupy the premises – a result that immediately stabilised the German client relationship and suspended the penalty clock. We obtained this protection for a logistics client in Silesia (winter 2026), preventing an irreversible loss of operational capacity. The interim order gave us the negotiating leverage needed to open settlement discussions with the property fund.
For the cross-border dimension, we coordinated with the operator's German counsel on the e-commerce client's contractual position. Foreign investors structuring Polish logistics operations should note that interim measures under Polish civil procedure are available rapidly – typically within 7 to 14 days of application – and can be decisive in time-critical commercial disputes. The guidance on enforcing arbitral awards in Poland is equally relevant where the underlying agreement contains an arbitration clause.
What were the process steps and outcomes?
After the interim order, the litigation proceeded on two tracks. The main claim challenged the validity of the termination notice. The secondary claim sought declaratory relief confirming that the safety deficiencies did not constitute material breach under the lease. Polish civil courts examine contractual language, the parties' course of dealing, and industry custom when interpreting ambiguous clauses. All three factors favoured the operator.
Settlement negotiations ran in parallel. The property fund's negotiating position weakened once the interim order was in place. Within six weeks of filing, the parties reached a restructured lease agreement: the original term was preserved, the break clause was redrafted with a more precise materiality threshold, and the operator committed to a 90-day remediation plan for the documentation deficiencies. The EUR 150,000 penalty under the German client contract was never triggered.
We also renegotiated the warehouse services contract with the German e-commerce client to introduce a force majeure carve-out for landlord-initiated disputes. That amendment cost the operator a modest fee reduction – approximately 3% of annual contract value – but eliminated a recurring exposure that had not been priced into the original deal. For clients considering how real estate tax treatment intersects with logistics assets, the analysis in our piece on real estate tax reclassification disputes is directly relevant.
A second matter from the same period involved a Warsaw-based e-commerce operator whose logistics provider had unilaterally reduced warehouse capacity by 40% with no contractual basis. We recovered damages exceeding PLN 800,000 for that client in Mazowieckie (spring 2026) through a negotiated settlement reached before formal proceedings were issued. Speed of legal response was again the determining factor.
What lessons apply to warehouse and logistics contracts in Poland?
The most transferable lesson is contractual precision at the drafting stage. Break clauses in Polish commercial leases must define "material breach" by reference to objective, measurable criteria. Vague language benefits the terminating party. Any logistics operator – whether a domestic business or a foreign investor entering Poland – should insist on a defined remediation period before termination rights crystallise. A 30-day cure window, standard in well-drafted agreements, would have prevented this dispute entirely.
The second lesson concerns the speed of interim relief. Polish civil procedure allows applications to be filed and heard within days. Operators who delay – even by two weeks – risk losing the procedural window for injunctive protection. Once a landlord has re-let the premises or a penalty clause has been triggered, the harm becomes irreversible. Personal liability considerations may also arise where a company director fails to act promptly to protect the business from foreseeable loss.
For foreign investors, the interaction between Polish real estate law and cross-border commercial contracts creates a layer of complexity that domestic counsel alone cannot always address. Our guide on buying property in Poland as a Luxembourg national illustrates how ownership structures affect both rights and remedies in real estate disputes. The same structural analysis applies to long-term warehouse leases held by foreign-owned entities.
What to prepare before signing a warehouse or logistics contract in Poland:
- Draft a precise definition of "material breach" with objective thresholds
- Include a minimum 30-day cure period before any termination right activates
- Align force majeure provisions across all linked commercial agreements
- Confirm the landlord entity's balance sheet before signing long-term leases
- Agree a dispute resolution clause – arbitration or court – before disputes arise
The specific facts of your logistics operation will determine which contractual protections matter most. Delay in addressing a disputed termination notice forfeits interim protection and may leave your business exposed to irreversible operational and financial consequences.
To receive an expert assessment of your warehouse or logistics contract position, contact info@kordeckipartners.com.
Frequently asked questions
Q: How quickly can a Polish court grant interim measures in a warehouse lease dispute?
A: Polish civil procedure allows interim measures to be granted within 7 to 14 days of filing in urgent commercial matters. The applicant must demonstrate a credible legal claim and a risk of harm that cannot be adequately compensated by damages. Acting within the first two weeks of receiving a termination notice is essential to preserve this option.
Q: Is a break clause in a Polish warehouse lease automatically enforceable?
A: Not automatically. Polish civil law requires courts to assess whether a contractual termination right has been validly exercised. Where a break clause refers to "material breach," courts examine the economic significance of the breach relative to the contract as a whole. Minor or procedural deficiencies rarely satisfy that threshold. Legal review of the specific clause wording before responding to a termination notice is strongly advisable.
Q: What costs should a logistics operator budget for challenging an unlawful termination?
A: Costs depend on whether the matter settles or proceeds to a full merits hearing. An interim measures application typically involves court fees calculated as a percentage of the claim value, plus legal fees. Most commercial warehouse disputes in Poland settle within three to six months of interim measures being granted. Early legal intervention generally reduces total cost compared with reactive litigation after operational harm has occurred.
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 real estate, construction, and logistics contract 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.