The Rashomon Problem in Polish Commercial Contracts
In Kurosawa’s “Rashomon,” the same story is told by four witnesses. Each sees something different; each speaks the truth; no version is complete.
A contract is a text that every party reads differently. You see a partnership. Your counterparty sees protection for his interests. A Polish court—should matters reach that point—will see something else entirely. These three readings can diverge dramatically.
Contract verification under Polish law introduces a fourth perspective: someone who is not a party, who carries no emotional stake, and who has watched similar documents buckle under the pressure of reality in Polish commercial courts.
The Archaeology of Clauses
Heinrich Schliemann excavated Troy layer by layer. Each stratum was a different city, built upon the ruins of the one before.
The contract placed before you for signature has layers, too. A template from your counterparty’s law firm—years old, drafted for other transactions. Revisions by his attorneys—protecting interests you know nothing about. Additions from previous negotiations—with someone else, in another context. Clauses that remain because no one remembers why they were added.
Contract review in Poland is archaeology: unearthing the strata, understanding where each provision originated and whether it makes sense under Polish law and in your specific situation.
The Ultimatum Game
Experimental economics has given us the “ultimatum game”: one player proposes a division; the other accepts or rejects. Rationally, one should accept any offer greater than zero. In practice, people reject divisions they deem unfair, even at cost to themselves.
Contract negotiation is an ultimatum game extended through time. Your counterparty proposes an allocation of risks. You accept or negotiate. But to know whether the allocation is fair, you must first understand what, precisely, is being allocated—and how Polish courts would interpret that allocation if disputes arise.
Contract verification reveals the division. It shows you: here is what you assume; here is what your counterparty assumes. Does this proportion reflect your respective bargaining positions? Does it reflect the realities of the transaction under Polish contract law?
What We Look For in Contract Verification Under Polish Law
Asymmetries of Obligation
Are duties distributed proportionally? Is only one party bound by penalties (kary umowne), deadlines, restrictions? Polish courts can moderate excessive contractual penalties under Article 484 § 2 of the Civil Code—but litigation is costly and uncertain.
Hibernating Clauses
Provisions that mean nothing until something goes wrong—and then determine everything. Liability caps. Claims procedures. Limitation periods (terminy przedawnienia). Under Polish law, general limitation is six years for claims, three years for business-related claims—but contractual provisions can alter how these periods run.
Definitional Traps
Words that seem obvious but are defined in ways that alter their meaning. A “defect” (wada) that does not include what you consider a defect under Polish warranty law. A “deadline” calculated differently than you assume. A “force majeure” that excludes scenarios Polish courts might otherwise recognize.
Escalation Mechanisms
What happens when a dispute arises? Who decides? Polish common courts (sądy powszechne), arbitration before the Lewiatan Court or KIG, or foreign tribunals? Which law applies—Polish Civil Code, or foreign law that may disadvantage you? Provisions that seem bureaucratic until you find yourself needing to invoke them in Warsaw or Gdańsk.
Terms of Modification and Exit
Can you renegotiate when circumstances change? Polish law recognizes the rebus sic stantibus doctrine (Article 357¹ of the Civil Code)—but contractual waivers can limit this protection. How can you terminate the relationship? At what cost?
The IKEA Effect in Contract Negotiations
Behavioral psychology describes the “IKEA effect”: people overvalue things they have assembled themselves. A piece of furniture you put together seems superior to an identical one from the showroom floor.
When you negotiate a contract yourself, you invest time, energy, emotion. You begin defending the text because it is yours. You stop seeing weaknesses—because acknowledging them would mean admitting your work was imperfect.
An outside attorney performing contract verification in Poland suffers no IKEA effect. She did not negotiate this agreement. She is not attached to any clause. She can say things you will not say to yourself: this paragraph is flawed under Polish law, this definition will harm you before Polish courts, this provision is a trap.
The Black Swan in the Appendix
Nassim Taleb described “black swans”—unpredictable events of enormous consequence that seem obvious in retrospect. A pandemic. A market crash. The bankruptcy of a key partner.
Contracts are tested by black swans. Force majeure (siła wyższa)—does it cover a pandemic under Polish judicial interpretation? A hardship clause—does it permit renegotiation when the market collapses, or have you waived Article 357¹ protections? Insurance—does it reach scenarios no one foresaw?
We cannot predict black swans. Contract verification under Polish law examines whether your agreement gives you tools to survive the unpredictable—within the framework Polish courts will actually apply.
Warning Signals: When Contract Review in Poland Is Essential
“This is our standard form.” Perhaps it is. But standard for whom? Standard in protecting whose interests? Standard forms under Polish law are subject to abusive clause regulations (Article 385¹ and following of the Civil Code)—but only in consumer contracts. In B2B relations, you have far less protection.
“Everyone signs it this way.” An argument from the authority of the crowd. Even if true, it does not mean the terms are good for you under Polish law.
“We don’t have time for changes.” Time pressure as a negotiating tool. The less time for analysis, the greater the risk you sign something you do not understand—something that Polish courts will nonetheless enforce.
“It’s just a formality.” A formality that becomes fundamental when a dispute reaches a Polish commercial court.
“Trust me.” In business, trust is valuable. But a professional contract does not replace trust—it supplements it, for when trust fails. Polish law is formalistic; oral assurances rarely survive courtroom scrutiny.
Arendt on Thinking
Hannah Arendt studied how people commit serious errors without malicious intent—through an inability to stop and think. She called it “thoughtlessness”: operating on autopilot, without reflection on consequences.
Signing contracts without analysis is a form of thoughtlessness. It does not arise from bad faith—it arises from haste, from trust, from the conviction that “things will work out somehow.” And then it emerges that you signed something you would not have signed had you paused to think.
Contract verification is a forced moment of thinking. A pause between receiving the contract and signing it, during which someone asks questions you would have skipped.
Contract Verification in Poland: The Process
We receive the draft. The contract you are asked to sign, or one you have prepared yourself and wish to verify against Polish law requirements.
We analyze. We read everything—not only the main text but the appendices, the definitions, the final provisions. That is often where Polish law traps hide: jurisdiction clauses, governing law provisions, limitation period modifications.
We identify risks. What can go wrong? Which scenarios are possible? Which provisions protect you under Polish law, and which expose you?
We report. A written opinion listing concerns, assessing risks, offering recommendations. Plainly stated: this is a problem under Polish Civil Code; this is negotiable; this can be accepted.
We support negotiations. If you wish, we help negotiate changes. We propose alternative language compliant with Polish law. We argue for modifications that Polish courts will recognize and enforce.
Why Contract Verification Under Polish Law Matters for Foreign Parties
Poland operates under a civil law system derived from the German and French traditions. If you come from a common law jurisdiction—UK, US, Ireland—assumptions that feel natural may not apply:
No “consideration” doctrine. Polish contract law does not require consideration; promises can be binding without reciprocal exchange.
Form requirements. Certain contracts require written form, notarial form, or certified signatures under Polish law. Failure to observe form can mean invalidity—not merely evidentiary problems.
Good faith obligations. Article 354 of the Polish Civil Code imposes good faith duties in contract performance. This can expand or limit what the text literally says.
Court interpretation principles. Polish courts interpret contracts according to the parties’ common intent (Article 65 of the Civil Code), not merely the literal text. What seems clear to you may be read differently in Warsaw.
Contract verification by Polish lawyers bridges this gap—ensuring that what you think you signed is what Polish courts will enforce.
In Closing
We read contracts before you sign them. So that you sign with knowledge, not with hope.
Contract verification in Poland is not about distrust. It is about clarity—understanding what you commit to, what risks you accept, what protections you have or lack under Polish law.
A contract is a promise about the future. Verification ensures you know what you are promising.
Entering a significant contract governed by Polish law? Contact us for a thorough review before you sign.
