Polish Supreme Court resolution
dated 23 September 2010
Case No. III CZP 57/10
Summary by arbitraz.laszczuk.pl:
The plaintiff, R. sp. z o.o., filed a civil action against the defendant, Bank P. SA, seeking a declaratory judgment that certain foreign currency option agreements concluded between the parties on two specific dates in the second half of 2008 were invalid. The defendant moved to dismiss the statement of claim because the option agreements were concluded under a framework agreement which provided for arbitration by the Court of Conciliation at the Polish Bank Association of any disputes related to or arising out of the framework agreement, including disputes concerning existence, validity or termination of the agreement. The regional court denied the motion to dismiss, and the defendant appealed. The appellate court sought a clarification from the Supreme Court on the issue of whether under Civil Procedure Code Art. 1157 a dispute seeking a declaration of the invalidity of a legal act was arbitrable. The Supreme Court issued a resolution holding that it was.
Excerpts from the text of the court’s ruling:
1. A dispute concerning seeking a declaration of the non-existence of a legal relationship arising under an agreement because of the invalidity of the agreement may be submitted by the parties to an arbitration court for resolution (Civil Procedure Code Art. 1157).
2. The settleability of a dispute must be assessed in the abstract, apart from the concrete circumstances and legal conditions and considerations of whether a possible settlement that might be concluded by the parties would be permissible under Civil Procedure Code Art. 203 §4 in connection with Art. 223 §2, applying Civil Code Art. 917 in connection with Art. 58. … In an arbitration proceeding, the counterpart to review of the permissibility of a settlement under specific terms is the state court’s review via consideration ... of a petition [to set aside] the arbitration award or in a proceeding for recognition or enforcement of an arbitration award. ... There are no grounds for special treatment, from the point of view of the settleability of a dispute concerning a specific legal relationship, of the fact that the basis for the dispute is the defectiveness of the act creating, changing or extinguishing the legal relationship. What is relevant is not whether the issue of the defectiveness of the act, resulting in its invalidity, may be the subject of a settlement, but whether the legal relationship which the act concerns is subject to the disposition of the parties, and thus whether against the background of the relationship it is hypothetically possible to conclude a settlement.
[This resolution was issued by the Supreme Court in response to a certified question presented by the Gdańsk Appellate Court in its order dated 29 March 2010 (Case No. I ACz 277/10).]