Polish Supreme Court resolution
dated 7 May 2009
Case No. III CZP 13/09
Summary by arbitraz.laszczuk.pl:
Huta Pokój SA, a shareholder of Greschbach-Zeman-Pokój Sp. z o.o., filed an action against the company to vacate a shareholders’ resolution refusing to appoint a certain person to the management board. The defendant asserted that the dispute was subject to arbitration under an arbitration clause included in its articles of association, and the regional court dismissed the case accordingly. The plaintiff filed an interlocutory appeal, but the appellate court had doubts on whether the dispute was arbitrable and submitted a certified question to the Polish Supreme Court concerning the connection between Civil Procedure Code Art. 1157 and Art. 1163 §1. Art. 1157 states that “unless otherwise provided by statute,” a dispute may be arbitrable if it is capable of serving as the subject of a judicial settlement. Art. 1163 §1 provides that an arbitration clause included in a company’s articles of association is binding on the company and its shareholders. The issue was whether Art. 1163 §1 stated an exception to Art. 1157. The Supreme Court held that it did not.
Excerpts from the text of the court’s ruling:
1. Civil Procedure Code Art. 1163 §1 does not contain a specific rule In relation to Art. 1157 with respect to the requirement that disputes to be submitted for resolution by an arbitration court be capable of serving as the subject of a judicial settlement.
2. The two provisions govern wholly different matters. Civil Procedure Code Art. 1157 sets forth the bounds of arbitrability of a dispute, providing that the fundamental criterion for arbitrability ... is fitness for settlement of the dispute. Civil Procedure Code Art. 1163 §1 ... only provides, however, that an arbitration clause may be included in the articles of association (or statute) of a commercial companies and that it is then binding on the company and its shareholders.
3. The purpose of Civil Procedure Code Art. 1163 §1 is not to govern the grounds for arbitrability of corporate disputes. This is evident from the fact that Civil Procedure Code Art. 1163 §1 does not set the conditions that would have to met by a corporate dispute in order to be arbitrable.
4. A specific regulation in relation to Civil Procedure Code Art. 1157 could only be a provision governing (differently) arbitrability of a dispute.