A German logistics operator expanding into Central Europe signed a warehouse lease in the Mazowieckie region without reviewing the Polish-law governing clauses. Six months later, a dispute over service charges and liability for cargo damage had escalated into a formal legal proceeding. The contract looked standard. It was not.
Warehouse and logistics contracts under Polish law combine elements of lease, storage, and transport service agreements – each governed by a different branch of the Kodeks cywilny (Civil Code, KC). A single contract can trigger simultaneous obligations under civil storage law, commercial lease rules, and the Prawo przewozowe (Transport Law Act). Misclassifying the agreement type forfeits key statutory protections and can expose the operator to unlimited liability for stored goods.
This case study traces one such matter from initial instruction through settlement. It covers the legal instruments deployed, the procedural timeline, and the lessons that apply to any foreign investor or Polish business entering the warehouse and logistics sector.
What was the background to the dispute?
Our client, a logistics operator based in Lower Silesia, held a five-year warehouse lease with an integrated services rider. The rider covered cargo handling, inventory management, and temperature-controlled storage. The landlord was a Polish special-purpose vehicle registered with the National Court Register (KRS). The lease had been drafted under a template that did not distinguish between lease obligations and storage obligations – a common drafting error in the Polish market.
The dispute arose in winter 2025. A batch of pharmaceutical goods was damaged during an unseasonably cold period. The landlord claimed the operator had failed to maintain agreed temperature thresholds. The operator argued the building's HVAC system – the landlord's responsibility under the lease – had failed first. Both parties had contractual ground to stand on. Neither party had documented the sequence of events in real time.
Under Polish civil storage law, the custodian bears liability for loss or damage to stored goods unless the damage results from the goods' inherent nature or force majeure. That standard applies even when the contract labels itself a lease rather than a storage agreement. The Polish Financial Supervision Authority (KNF) was not directly involved, but the operator's insurer – regulated under KNF oversight – disputed coverage on the basis that the contract was ambiguous about which party held custodian status.
We were instructed within 30 days of the damage event. That timing proved decisive. Evidence preservation – HVAC maintenance logs, temperature sensor data, and delivery records – was still possible. Waiting longer would have forfeited that window entirely.
What strategy did the team deploy?
The first task was contract reclassification. Under Polish civil law, the substance of a contract governs its legal classification, not the label the parties attach to it. Our analysis showed that the services rider contained all defining elements of a storage contract: custody, duty of care, and return obligation. That reclassification shifted the liability framework significantly.
We filed an application with the District Court in Warsaw for interim measures to preserve the HVAC maintenance records held by the landlord's facility manager. The court granted the order within 14 days – a tight but achievable window under Polish civil procedure. Those records confirmed that the HVAC system had logged three fault alerts in the 48 hours before the damage event. That evidence was the turning point.
Parallel to the court application, we engaged a FIDIC-accredited technical expert to assess whether the building specification met the agreed performance standard. FIDIC disputes in the logistics sector frequently involve exactly this overlap between contractual performance and physical building condition. The expert's report, delivered within six weeks, quantified the temperature deviation and attributed primary causation to the HVAC failure.
We also reviewed the service charge provisions. Polish commercial lease law allows landlords to pass through operating costs, but the pass-through must be contractually defined with sufficient precision. The lease in question used a broad "reasonable costs" formula. Under case law developed by Polish district and appellate courts, such formulas are enforceable only where the landlord can demonstrate actual cost incurrence. The landlord could not. That finding reduced the operator's exposure on the service charge claim by approximately PLN 180,000.
We secured a reversal of the cargo damage liability claim and a reduction of service charge arrears exceeding PLN 200,000 for a logistics client in the Mazowieckie region (winter 2025).
What does this case teach about structuring warehouse contracts?
Three structural lessons emerge from this matter. They apply equally to a foreign investor buying property in Poland, a domestic operator entering a commercial lease, and any business engaging a real estate lawyer in Warsaw to review logistics documentation.
First, contract classification must be deliberate. A warehouse agreement that includes custody elements will be treated as a storage contract by Polish courts regardless of its title. That classification carries strict liability for damage. Parties who want to limit that liability must include explicit exclusion clauses – and those clauses must meet the standard of clarity required under Polish civil law.
Second, building performance obligations must be allocated with precision. Vague maintenance clauses create disputes. The lease should specify response times for HVAC and other critical systems, define what constitutes a breach of the performance standard, and set out a clear escalation path. Where the building must meet technical standards for logistics use – such as fire suppression or load-bearing capacity – those standards should be annexed to the contract as schedules.
Third, service charge pass-through provisions require a defined cost base. Open-ended formulas expose tenants to inflated charges and expose landlords to unenforceability. A properly drafted clause will identify cost categories, cap annual increases, and require documentary substantiation within a fixed period – typically 90 days after the end of each calendar year.
- Classify the contract correctly: lease, storage, or hybrid
- Annex building performance specifications as schedules
- Define HVAC and critical system response obligations
- Cap and document service charge pass-through provisions
- Preserve evidence within 30 days of any damage event
Foreign investors entering the Polish logistics market should also note that the Urząd Ochrony Konkurencji i Konsumentów (Office of Competition and Consumer Protection, UOKiK) monitors standard-form contracts used by major warehouse operators. For context on merger thresholds that arise when acquiring a logistics portfolio, see our analysis of UOKiK merger control thresholds and timeline. Investors acquiring multiple facilities may also benefit from reviewing how lease review practice applies across jurisdictions – our guides on office lease review for Romania tenants and office lease review for UAE tenants illustrate transferable principles.
The operator in this case ultimately renegotiated the lease on revised terms. The revised agreement ran to 47 pages. The original had run to 12.
Specific contract risks in the Polish warehouse and logistics sector require tailored legal assessment. Relying on a template drafted for a different jurisdiction forfeits the protections that Polish civil law provides – and those protections cannot be recovered once a dispute has crystallised.
To receive an expert assessment of your warehouse or logistics contract, contact info@kordeckipartners.com.
Frequently asked questions
Q: Does Polish law treat a warehouse lease differently from a storage contract?
A: Yes. A lease transfers possession of space; a storage contract imposes a duty of care over goods. Polish courts look at the substance of the arrangement, not its label. If custody is a core element, the storage rules under the Civil Code apply – including strict liability for damage. Parties who want lease-only treatment must exclude custody obligations explicitly.
Q: How long does it take to obtain interim measures to preserve evidence in a Polish court?
A: A well-prepared application for interim measures in a commercial matter typically receives a decision within 14 to 21 days. Speed depends on the urgency shown and the quality of the supporting documentation. Delay beyond 30 days from the damage event risks losing access to electronic records that may be overwritten or deleted under standard data retention policies.
Q: What is the most common misconception about service charge clauses in Polish warehouse leases?
A: Many tenants assume that a landlord's right to pass through "operating costs" is self-limiting. Under Polish appellate court practice, that assumption is incorrect. Broad formulas are enforceable only where the landlord substantiates actual cost incurrence. Tenants should insist on defined cost categories, annual reconciliation obligations, and a right to audit – ideally exercisable within 60 days of receiving the annual statement.
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 work. 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.