Kraków Court of Appeal judgment
dated 8 May 2015
Case No. I ACa 255/15
Summary by arbitraz.laszczuk.pl:
A supplier of cold cuts and dairy products entered into supply agreements with a supermarket chain each year for 2007, 2008, 2009 and 2010, in the form of a framework agreement dated the 1st of January, with appended general terms and conditions, with individual sale agreements concluded on the basis of orders placed by the retailer from time to time. The 2010 agreement was dated 1 January 2010 but was not signed by the retailer until May 2010, and the supplier added its signature in February 2011. The supplier did not read the agreement in detail before signing it, but only in the middle of 2011.
The 2010 agreement included a clause providing that any disputes arising on or after 1 January 2010 out of the legal relations between the parties would be resolved in arbitration before a permanent arbitration court identified in the agreement. The 2010 agreement also provided that it superseded the earlier agreements between the parties and included a mutual release of claims arising prior to 1 January 2010.
The agreements provided for annual and monthly bonuses and certain services to be performed by the retailer for the supplier, to be paid for by setoff from the amounts payable to the supplier.
In October 2011 the supplier submitted a statement purporting to renounce the arbitration clause in the 2010 agreement due to the retailer’s alleged deceitful actions seeking to extort financial gain from the supplier rather than amicably resolve disputes arising between the parties. In May 2012 the supplier submitted a statement purporting to renounce the release of claims in the 2010 agreement.
The supplier then filed suit against the retailer in the Kraków Regional Court, seeking over PLN 240,000 as disgorgement of benefits wrongfully obtained by the retailer in the form of supposed bonuses and service fees which were disguised illegal slotting fees. The regional court found that in principle the claim was well-founded, but went on to find that the arbitration clause was valid and remained in force. The court also found that the fact that the supplier had commenced several arbitration cases against the retailer in reliance on the same arbitration clause spoke in favour of the validity of the arbitration agreement. The court dismissed the case accordingly.
On appeal, the Kraków Court of Appeal upheld the factual findings by the lower court and also found that the arbitration clause was valid and remained in force. The declaration purporting to renounce the arbitration agreement did not meet the statutory requirements for renunciation on the basis of mistake and deceit, and the only mistake was the supplier’s own carelessness in failing to read the agreement carefully before signing it. Claims alleging illegal slotting fees, although tort-based rather than contract-based, were covered by the wording of the arbitration clause and were arbitrable because they are capable of settlement by the parties. The court denied the appeal accordingly.
Excerpts from the text of the court’s ruling:
1. The obligation to exhaust the route of negotiations before seeking arbitration is not a provision that invalidates the arbitration clause.
2. Submission to arbitration of disputes under a contractual relationship means submission to arbitration of all claims, including tort claims