1. [B]y entering into an arbitration agreement, the parties consciously waived submission to the strictures of proceedings before a state court.

2. Therefore, it is not unreasonable to state that by concluding an arbitration agreement, the parties limit their constitutional and conventional right to court.

3. A party is deprived of the opportunity to defend its rights before an arbitral tribunal when the principle of equality of the parties has been violated, and one of the parties is not heard and does not have the opportunity to address the evidence and allegations presented by the opposing party. For these reasons, every instance in which an arbitral tribunal refuses to admit evidence sought by a party cannot be equated with that party being deprived of the right to a defense. This happens only when a party has no opportunity to present and argue for its position… .

4. [A] petition to set aside an arbitration award is not an appellate instrument, but a type of extraordinary judicial review by a state court over the activity of an arbitral tribunal. Thus in proceedings to set aside an arbitration award a state court cannot consider a dispute between the parties to the arbitration proceedings on the merits… .

1. Provisions regarding grounds of a petition to set aside an arbitration award (Art. 1206 § 1 and 2 of the PCPC) in proceedings initiated thereby constitute a basis for a substantive ruling on the merits of the case, which justifies treating them, in the context of the grounds for a cassation appeal, as a functional equivalent to substantive law provisions… .

2. [A]rbitrability of a dispute, which is one of the prerequisites of the effectiveness of an arbitration award, is subject to assessment by the court considering the petition to set aside an arbitration award, regardless of whether the petitioner has raised particular allegations in the arbitration proceedings or not, or has invoked particular allegations in the petition or not … .

3. Compliance with the requirements regarding the composition of an arbitral tribunal, including the correct appointment of arbitrators, may be … subject to assessment in the proceedings to set aside an arbitration award irrespective of whether an arbitral tribunal has decided on this matter previously.

4. Art. 1206 § 1 point 4 of the PCPC shall apply with regard to irregularities in the composition of an arbitral tribunal at all stages of the proceedings, including the stage of appointment of the arbitrators by the parties or a third party. This applies also to incorrect representation of these persons by appointment of the arbitrators.

5. Failure to comply with the requirements on composition of an arbitral tribunal constitutes a basis for setting aside an arbitration award regardless of its effect on the outcome of the case … .

6. Proceedings to set aside an arbitration award are proceedings separate from the prior arbitration proceedings and its aim is not to consider the dispute resolved by the arbitral tribunal on merits.

7. [S]pecific rules of representation of the defendant company in the proceedings regarding revocation or a declaration of invalidity of a shareholders’ resolution (art. 253 of the Commercial Companies Code) apply also in proceedings to set aside an arbitration award delivered in a dispute whose object is a claim for revocation or declaration of invalidity of a shareholders’ resolution.

8. The entity structure of the proceedings initiated by the petition to set aside the arbitration award, including the ability of the management board in corpore having special judicial capacity to act as a party is the same as in the prior arbitration proceedings, in which the arbitral tribunal ruled on potential defectiveness of a resolution, although procedural roles of the entities participating in the proceedings may change. A judgement delivered in the proceedings to set aside an arbitration award is decisive for the fact whether consideration on the merits of a resolution’s effectiveness remains in force, and indirectly, whether such consideration may acquire the same permanent legal force as a judgment of a state court (Art. 1212 § 1 of the PCPC). Therefore, the same risks regarding a conflict of interests on the side of the representatives of a company, which justify application of specific rules of representation in proceedings concerning revocation or declaration of invalidity of a shareholders’ resolution, are present in proceedings to set aside the award. In conjunction with a protective function of Art. 253 § 2 of the Commercial Companies Code, the aforementioned arguments are in favor of extending those specific rules to the proceedings to set aside an arbitration award, in which the arbitral tribunal ruled on a claim for declaration of invalidity or revocation of the shareholders’ resolution, regardless of the fact whether in such proceedings a company whose shareholders have adopted the resolution is the petitioner or the other party in the dispute.

9. The grounds of a petition to set aside an arbitration award are not of a disjunctive character; they may also be in a causal relation with respect to each other… .

10. One of the fundamental principles of arbitration is the principle of equal treatment of the parties (Art. 1183 of the PCPC). The principle is of a fundamental and axiological character in arbitration… . The principle concerns not only the equal treatment of the parties in the arbitration proceedings in the context of the right to be heard and the procedural means available to the parties, but also at the stage of formation of the arbitral tribunal. A violation thereof results, i.a. from the lack of the necessary equilibrium between the parties by appointment of the arbitrators, which may result not only from the wording of the arbitration agreement (Art. 1161 § 2 of the PCPC), but also from factual circumstances in which the appointment of arbitrators takes place.

1. [I]n proceedings initiated by a petition to set aside an arbitration award, a state tribunal is not authorized to examine whether an arbitral tribunal has correctly resolved the dispute in factual and legal terms… .

2. The provisions regarding the admissibility of a petition [to set aside an arbitration award – insertion added] shall be interpreted strictly and, in case of any doubts, it is preferable rather to uphold the award than to set it aside… .

1. In the course of proceedings initiated by a petition to set aside an arbitration award, the role of a state court is not to examine the compliance of the arbitration award with the substantive law applicable to the case. The task of the state court is only to examine whether in the case a statutory ground for setting aside of the arbitration award exists… . Control exercised over arbitration by a state court is not tantamount to resolution of a case ex novo, either on the factual or on the legal plane. The circumstances indicated in Art. 1206 § 1 of the PCPC are examined by the state court hearing the petition to set aside an arbitration award only if the petitioner relies on them, and the circumstances provided for in Art. 1206 § 2 of the PCPC are examined ex officio… .

2. An arbitration award shall be set aside under the public policy clause, if violation of the substantive law by the arbitral tribunal leads to consequences irreconcilable with the fundamental principles of the Polish legal system, that is, effects that are plainly and grossly contrary to such principles or to any one of them… .

3. [T]he principle of the autonomous will of the parties is one of the fundamental legal principles of the legal order of the Republic of Poland… .

4. The public policy clause, like any general clause, is not precisely defined, which leaves great discretion to the court ruling on a specific case… . The application of the public policy clause remains in an inseparable relationship with the totality of circumstances of a particular case in close connection with the concrete factual state.

5. The public policy clause is… the only prerequisite for setting aside of an arbitration award enabling the state court to review the arbitration award on the merits. Nevertheless, on the basis of this clause, review of the constitutive elements of an arbitration award may not take on the dimensions proper for a review of the merits (correctness) of the award. The prohibition of a review of the merits of an award is related to the essence of the application of the public policy clause. By application of this clause, the point is not to determine whether the award is consistent with all relevant mandatorily applicable legal regulations, but only to determine whether the award effected a result contrary to the fundamental principles of the domestic legal order… . So only in the situation when the assessment made by the state court that the effects of the arbitration award are plainly and grossly contrary to the fundamental principles of the legal order of the Republic of Poland, it is possible to find a cassation appeal based on the allegation of violation of Art. 1206 § 2 point 2 of the PCPC to be well-founded.

6. [T]here is a great deal of autonomy in arbitration, which is entirely consistent with the intentions of the lawmaker, distinctly limiting the review capabilities of a state court. The fundamental objective of this regulation is to expedite the procedure for resolving civil disputes, and not to create an additional phase of pre-judicial procedure . Parties deciding to submit a dispute to arbitration must take these conditions into account, which also include scant external review of arbitration awards… .

7. It is not unreasonable to state that by concluding an arbitration agreement, parties limit their constitutional right to court (Art. 45 (1) of the Constitution of the Republic of Poland).

8. Deprivation of the right to defense shall be understood strictly. A party is deprived of the ability to defend its rights, if an arbitral tribunal gives this party no opportunity to provide explanations and statements with reference to the claims of the opposing party. If the arbitral tribunal ignores evidence offered by a party because it deems the evidence redundant, it shall not be considered that that party has been deprived of the right to defense. State court review as to whether the arbitral tribunal correctly found evidence to be redundant would constitute an impermissible intrusion into the merits of the case. If the arbitral tribunal disregards a certain portion of the defense submitted by a party, presenting in the reasoning of the award a substantive explanation of the reasons why it has considered the defense irrelevant, the allegation of a party that the arbitral tribunal has omitted its defense is in fact directed against the substantive defense of the dispute and is, as such, inadmissible… .

9. An arbitral tribunal, not being bound by the regulations on proceedings before a state court (Art. 1184 § 2 sentence 2 of the PCPC), has greater freedom to direct the course of the proceedings, including also – to decide on the relevance and purposefulness of examining specific evidence.

10. [T]he provision of Art. 387 § 2¹ of the PCPC, and all the more so of Art. 328 § 2 of the PCPC (cf. Art. 391 § 1 of the PCPC), according to Art. 1207 § 2 of the PCPC, apply only “as relevant” in proceedings before the state court hearing a petition to set aside an arbitration award. It means that the application of this provision must take into account the specificity of arbitration proceedings.

11. The state court hearing a petition to set aside an arbitration award shall not make factual findings, potentially, with the exception of those which are necessary to assess whether there are grounds for setting aside the arbitration award (for example, regarding the notice to a party on appointment of an arbitrator or on arbitration proceedings – Art. 1206 § 1 point 2 of the PCPC). As a consequence, the requirement of “indicating a factual basis” resulting from Art. 328 § 2 of the PCPC in connection with Art. 391 § 1 of the PCPC and Art. 387 § 2¹ of the PCPC cannot apply, as a matter of principle, to the reasoning of a judgment regarding a petition to set aside an arbitration award (Art. 1207 § 2 of the PCPC).

1. [T]he state court cannot, within the proceedings to set aside an arbitration award, settle a dispute on the merits between the parties to the arbitration proceedings… .

2. Only a violation of substantive legal norms, causing an arbitration award to result in a clear violation of the overriding principles of the legal order or in a conflict with particular principles of social coexistence may constitute a violation of the principles of the rule of law.

3. [R]eview of compliance of an arbitration award with the public policy clause is not of an appeal character and cannot replace it, because it would be contrary to the essence of arbitration, would render its existence aimless, and would be contrary to the autonomy of the will of the parties who have submitted their dispute to the jurisdiction of an arbitral tribunal, resigning from the jurisdiction of a state court.

4. Violation by an arbitral tribunal of substantive law provisions, i.e. an incorrect interpretation or misapplication thereof does not per se constitute a violation of the rule of law… .

5. It is impossible to draw from the assumption that the provisions on limitation of claims serve the purpose of certainty of the conduct of legal transactions and such a certainty is within the interest of the legal order in general, a conclusion that the set of rules governing limitation of claims constitutes, as a whole, a part of the fundamental principles of the legal order and any misinterpretation thereof leads to a contradiction with the ordre public clause.

6. Violation of a mandatorily binding provision is not … tantamount to a violation of the fundamental principles of the legal order… .

7. [I]n proceedings regarding an arbitration award, the state court is not authorized to make an assessment whether the claim has been time-barred, if this has been assessed by the arbitral tribunal.

8. [G]ross disregard of the principles of interpretation of declarations of will indicated in Art.  65 of the Polish Civil Code may constitute a basis for a petition to set aside an arbitration award, if the arbitral tribunal finds that the evidence relied on to prove the parties’ intention was irrelevant and conducts only an analysis of the wording of the contract, because materialization of the principle of the autonomy of the will of the parties is not possible without the application of the appropriate criteria of assessment of declarations of will made by the parties… . However, the review of the interpretation of declarations of will of the parties made by an arbitral tribunal, in case of properly conducted evidence proceedings, cannot be subject to review in the course of proceedings initiated by a petition to set aside an arbitration award.

9. The inability to abandon a comprehensive clarification of the circumstances of the case shall be understood primarily as an obligation to conduct arbitration proceedings in a way which enables the parties to submit all statements and evidence and – under the principle of their equal treatment – to respond to the statements and evidence submitted by the opposing party. The requirements for conducting evidence proceedings by an arbitral tribunal cannot be stricter than those applicable to a state court, all the more so that an arbitral tribunal does not dispose of coercive measures which are often necessary for effective examination of evidence. The audi alterem partem principle and the availability principle apply also in arbitration. An arbitral tribunal cannot take into account facts not indicated by the parties or apply the presumption of truthfulness of the claimant’s allegations in the event of the claimant’s failure to appear at the hearing, or deem undisputed facts to be true… .

10. [T]he matter of correct application of intertemporal norms per se does not constitute a violation of the public policy clause… .

11. [T]he mere issue of the interest rate cannot constitute a violation of the public policy clause.

12. [E]xamining evidence in the form of documents contained in the arbitration files is not a sine qua non condition of assessment of allegations raised in a petition to set aside an arbitration award… . The need to request such files shall be assessed in the circumstances of a particular case.

13. Hearing a petition to set aside an arbitration award, the state court does not have an obligation to conduct evidence proceedings ex officio… .

1. [I]n case of an arbitral tribunal dismissed by a separate order, a plea raised by a party that the arbitral tribunal did not have jurisdiction in a dispute or a demand of the opposing party asserted during the course of the proceeding exceeds the scope of the arbitration agreement (Art. 1180 § 2 of the PCPC), a state court’s review of the legitimacy of this position can take place only in the manner provided for in the Art. 1180 § 3 of the PCPC… .

2. A valid state court’s order confirming jurisdiction of an arbitral tribunal, delivered in accordance with Art. 1180 § 3 of the PCPC, is binding in the proceedings regarding a petition to set aside an arbitration award… and excludes the possibility of re-examination of the issue of the arbitration agreement… . 

3. If, pursuant to Art. 1180 § 3 of the PCPC, a state court has validly dismissed a motion for declaration that the arbitral tribunal does not have jurisdiction to settle the dispute, such a ruling binds the state court in the case of setting aside of the arbitration award in such a way that if there are no new facts which may justify the expiration of the effect of the arbitration agreement after the state court has delivered its ruling pursuant to Art. 1180 § 3 of the PCPC, a party cannot effectively rely on non-existence of the arbitration agreement (Art. 1206 § 1 point 1 of the PCPC).

4. Submitting an arbitration award on lack of jurisdiction of the arbitral tribunal to review by a two-instance state court also fully satisfies the parties’ right to court and the right to have the case heard in two-instance proceedings… .

1. [P]assing an order concerning recognition or enforcement of an arbitration award does not preclude any subsequent setting aside of the award …. .

2. In proceedings regarding recognition and enforcement of a domestic arbitration award, a state court examines only the existence of the prerequisites indicated in Art. 1214 § 3 of the PCPC – they do not include the invalidity or ineffectiveness or expiration of an arbitration agreement – which corresponds only to a part of the grounds examined in a case regarding a petition to set aside an arbitration award, that is the grounds examined by a court ex officio under Art. 1206 § 2 of the PCPC. Therefore, there is a need to agree with the view that, with reference to domestic arbitration awards, proceedings regarding a petition to set aside an arbitration award primarily have a control function.

1. The grounds of a petition to set aside an arbitration award have been divided in Art. 1206 of the PCPC into two categories, to which the prerequisites set out in § 1 and § 2 of this provision correspond. In case of the grounds indicated in § 1, the state court shall take them into account only upon request of a party, so it is bound by the grounds relied upon by the petitioner. The grounds indicated in § 2 shall be taken into account ex officio.

2. The public policy clause…, like any general clause is not precisely defined and does not include an exhaustive list of principles. Therefore in each case it is necessary to consider whether the circumstances make it possible to draw the conclusion that a violation was in breach of principles that are the fundamental principles of the legal order. Pursuant to the public policy clause expressed in Art. 1206 § 2 of the PCPC, an arbitration award shall be set aside when effects determined by its content are irreconcilable with the particular norm which is one of the fundamental principles of that order, which leaves a great degree of discretion to the state court ruling in a given case.

3. [A]n arbitration award shall correspond to the wording of the statement of claim. Depending on the content of the claim, an arbitration award may establish, rule on, or shape a right or a legal relationship.

4. [A]lthough Art. 1188 § 1 of the PCPC does not indicate obligatory elements of a statement of claim in arbitration, including the exact wording of the claim…, nonetheless the necessity to specify the claim, as the element determining the subject matter of arbitration, may be derived indirectly from Art. 1202 first sentence of the PCPC; it may also be derived from the procedural rules agreed upon by the parties or defined in the rules of arbitration. Irrespective of the above, this does not mean, however, that going beyond the limits of a claim by an arbitral tribunal evades the state court review.

5. [T]he audi alterem partem principle is the fundamental principle of the legal order. The audi alterem partem principle means the parties’ right to conduct a dispute in a way designated by them and shifts to them the burden of gathering factual and evidentiary material which is necessary to resolve a case.

[T]he mere inclusion of an arbitration agreement in another country in a contract does not result in the invalidity of the arbitration agreement. Nevertheless, it is impossible to leave out the circumstances which led to the inclusion of the arbitration agreement in the contract, as well as it is impossible to leave out the wording of the contract, if the contract may affect the determination and assessment whether an activity of the contractor benefiting from the presumption indicated in Art. 17 (1) of the Act on National Court Register was characterized by good or bad faith.

1. It clearly follows from Art. 1206 of the PCPC that the list of the grounds for a petition to set aside an arbitration award contained therein is of an exhaustive character. Cognition of a state court in such a case is limited to examination whether the ground asserted in the petition, which may be one of the circumstances specified in Art. 1206 § 1 of the PCPC, exists. In addition, in the proceedings, a state court shall take into account ex officio the prerequisites set forth in Art. 1206 § 2 of the PCPC, irrespective of whether they were indicated in the petition or not.

2. A reasoning of an arbitration award does not need to meet the same requirements as a reasoning of a state court ruling, and an arbitral tribunal is not obliged to indicate in the reasoning of an arbitration award a precise interpretation of the relevant substantive provisions… .

3. The public policy clause in not intended for a review of an arbitration award on the merits. By application of this clause, the point is not to determine whether the award is consistent with all relevant mandatorily applicable legal regulations, but only to determine whether the award effected a result contrary to the fundamental principles of the domestic legal order.

4. As far as the assessment of the contested award in terms of infringement of governing norms in particular fields of substantive and procedural law is concerned, the following principles in this scope, indicated in the case-law, shall be taken into account: the right to court, understood as the right to have the case heard by an independent court within fairly conducted proceedings…, the obligation to redress damage by the party to a contract who did not perform or performed an obligation improperly, if there is a normal causal link between the conduct of the party and the damage…, and an obligation to redress a damage caused by an unlawful act…, the principle that compensation (both arising out of an unlawful act or under a contract) is only due if the aggrieved party sustained a damage…, the principle of business freedom and freedom of contract, and the principle of the autonomy of the will of the parties and equality of the parties…, the principle of stability of contracts and contractual fairness, and the principle of compensatory character of liability expressed in the prohibition of imposing sanctions in the form of pecuniary benefits that enrich one of the parties…, the principle of the binding force of final court rulings… and the prohibition of existence of two rulings between the same parties which resolve the same issue differently…, obligation to specify in the contract the essentialia negotii thereof… .

5. [T]here is a great deal of autonomy in arbitration, entirely consistent with the intention of lawmakers, distinctly limiting the availability of state court review. The basic goal of arbitration is to expedite the procedure for resolving civil disputes, not to create an additional phase of pre-judicial procedure, or a judicial procedure similar to an explanatory procedure. Parties who decide to submit a dispute to arbitration must thus take into account such conditions, including also the limited external review of arbitration awards.

6. [W]hen considering a petition to set aside an arbitration award, a state court generally does not review the ruling of the arbitral tribunal on the merits, and in particular does not review whether the award is founded on the facts cited in the reasoning or whether such facts were correctly determined.

7. [T]he only necessary elements of the reasoning of an arbitration award are findings on which the arbitral tribunal relied and the circumstances which the arbitral tribunal deemed necessary to examine in the case.