Polish Supreme Court order
dated 17 October 2012
Case No. I CSK 119/12
Summary by arbitraz.laszczuk.pl:
Plaintiff T.-V. Sp. z o.o., a supplier, filed a claim in the regional court against defendant C.P. sp. z o.o., a retailer, for over PLN 3 million, alleging unjust enrichment in the form of slotting fees charged by the defendant for stocking goods supplied by the plaintiff—an act of unfair competition. The defendant moved to dismiss the claim pursuant to an arbitration clause in the commercial terms between the parties. The terms in force for 2008 and 2009 provided that “any and all disputes arising out of or in connection with this contract shall be resolved exclusively by the arbitration court.” Under the comparable provision from 2010, “any and all disputes between the parties arising out of or in connection with this contract, as well as any and all disputes arising out of the prior commercial cooperation of the parties on the basis of commercial contracts concluded previously, shall be resolved exclusively by the arbitration court.” The regional court denied the motion to dismiss the claim.
On interlocutory appeal, the court of appeal held that the claim for unjust enrichment in the form of illegal slotting fees was independent of the contract and therefore did not fall under the arbitration clause from 2008–2009, but did arise out of the parties’ prior commercial cooperation and therefore was covered by the broader wording of the arbitration clause from 2010. The court of appeal amended the order below accordingly to deny the motion to dismiss the claim.
On cassation appeal by the plaintiff, the Supreme Court held that a claim for unjust enrichment in the form of slotting fees is a property claim and therefore is generally arbitrable. The court further found that the broader wording of the arbitration clause from 2010 was intended to cover a non-contractual claim of this type, and adequately identified the legal relationship out of which the claim arose. The court rejected the plaintiff’s argument that the arbitration clause violated public policy because the defendant was misusing such arbitration clauses in an attempt to prevent the state courts from establishing a line of precedent against the retailer holding that its practice of charging slotting fees was an act of unfair competition. Because arbitration is a lawful alternative means of dispute resolution and the arbitration clause was not one-sided, the arbitration clause could not be regarded as contrary to public policy. The court denied the cassation appeal accordingly.
Excerpts from the text of the court’s ruling:
1. The demand pursued by the plaintiff on the basis of Art. 18(1)(5) in connection with Art. 15(1)(4) of the Act on Combating Unfair Competition, as a property claim, could be submitted to an arbitration court for resolution pursuant to Civil Procedure Code Art. 1157.
2. The wording that the jurisdiction of the arbitration court should extend to “any and all disputes between the parties arising out of the prior commercial cooperation of the parties on the basis of commercial contracts concluded previously…” leads to the conclusion that it covers the broadest possible category of disputes arising out of the commercial cooperation conducted on the basis of prior contracts. Use of the linguistic rules of interpretation does not allow elimination from this category of disputes arising out of the defendant’s commission of the act of unfair competition defined in Art. 15(1)(4) of the Act on Combating Unfair Competition, if it was connected with the commercial cooperation between the parties conducted on the basis of prior contracts between the parties.
3. Under the circumstances as determined, the arbitration clause adequately identified the legal relationship out of which the dispute arose, by indicating that it concerns any and all claims connected with the parties’ previous cooperation on the basis of contracts concluded by the parties, which also included claims connected with the defendant’s commission of the act of unfair competition referred to in Art. 15(1)(4).
4. This agreement [the arbitration clause] may also be assessed pursuant to the Civil Code, including in accordance with the criteria set forth in Civil Code Art. 58 §2.
5. It cannot be accepted that it was contrary to principles of social coexistence to submit to the arbitration court for resolution a future dispute caused by the lack of acceptance by a party or the parties to a contract containing an arbitration clause of a line of precedent of the state courts concerning the method of resolution of specific types of disputes and motivated by the hope for a different result from the resolution of the dispute before the arbitration court.