1. [I]n the proceedings commenced as a result of a petition to set aside an arbitration award, a state court does not examine the arbitral tribunal’s assessment of the accuracy of evidence, the correctness of factual findings or interpretation and application of substantive law. The legitimacy of particular means by way of which an arbitral tribunal has resolved the disputed legal relationship is not subject to a state court’s assessment either. The essence of a petition to set aside an arbitration award is to create a review mechanism respecting, on the one hand, the separateness and autonomy of arbitration, and on the other hand, preventing non-state court rulings infringing the rule of law from functioning in the legal circulation.

2. The proceedings to set aside an arbitration award do not lead to reconsideration of the merits of the dispute between the parties, but are intended only to verify the applicant’s allegations on the existence of the grounds raised in the petition provided for in Art. 1206 § 1 of the PCPC, and to assess whether any of the grounds provided for in Art. 1206 § 2 of the PCPC exist, whether asserted by the petitioner or not… .

1. A state court takes into account the grounds for setting aside an arbitration award set out in Art. 1206 § 1 of the Polish Civil Procedure Code (…) only upon a request of a party. Therefore, a state court is, in this regard, bound by the grounds cited in the petition.

2. [I]n proceedings initiated by a petition to set aside an arbitration award, a state court does not examine the accuracy of the assessment of evidence made by the arbitral tribunal, the correctness of factual findings, the accuracy of interpretation and application of the substantive law. The legitimacy of a specific method of resolving the disputed legal relationship by an arbitral tribunal is neither the subject to assessment by a state court. The essence of a petition to set aside an arbitration award is to provide a review mechanism respecting, on the one hand, the separateness and autonomy of arbitration, and, on the other hand, preventing the functioning in the legal system of rulings rendered by non-state courts in breach of the rule of law. Proceedings initiated by a petition to set aside an arbitration award do not, therefore, result in reconsideration of the merits of the dispute between the parties, but is only to verify the petitioner’s allegations concerning the existence of the grounds raised in the petition and set out in Art. 1206 § 1 of the PCPC, and provide an assessment as to whether any of the grounds provided for in Art. 1206 § 2 of the PCPC exist (…).

3. [T]he notion of the public policy clause within the meaning of Art. 1206 § 2 (2) of the PCPC is commonly identified with the fundamental constitutional principles and the prime principles of particular fields of law, including civil, family and procedural law. An arbitration award may be set aside on the basis of the public policy clause, if such an award is contrary to a specific, mandatory legal norm included in the aforementioned principles. In the case law of the Polish Supreme Court (…) it has been indicated, for example, that the fundamental principles of the Polish legal order include, among others, the principle of freedom of will in civil law, the pacta sund servanda principle and the principles setting limits of the freedom to form contracts and consequently the limits of the pacta sund servanda principle, as wells as the principle of freedom of business activity, the principle of contractual justice and the principle of compensatory nature of liability for damages (…).

4. [P]ursuant to Art. 1197 § 2 of the PCPC, an arbitration award shall contain the reasons for the award. However (…) it should be assumed that the requirement set out in Art. 1197 § 2 of the PCPC is not equivalent to the obligation of an arbitral tribunal to draw up a reasoning containing all elements provided for in Art. 328 § 2 of the PCPC. As the Polish Supreme Court indicates, to recognize that the requirements set out in Art. 1197 § 2 of the PCPC have been fulfilled, it is sufficient to be able infer from the reasons drawn up by the arbitral tribunal what premises were applied by the arbitral tribunal when the tribunal ruled on the parties’ demands (…)

5. No award with respect to capitalised interest may also justify (…) the allegation that the arbitration award violated Art. 481 § 1 of the Polish Civil Code. However, taking into account particularly the dispositive nature of this legal norm, it cannot be classified as one of the prime principles of civil law. Therefore, such a violation cannot be deemed a ground for setting aside an arbitration award on the basis of Art. 1206 § 2 (2) of the PCPC. 

1. A petition to set aside an arbitration award is not… an ordinary legal remedy (for example, an appeal) whereupon a court may reassess the merits of the case and the accuracy of the resolution of a dispute by the arbitral tribunal on the merits. Therefore the lawmaker… specified strictly defined grounds for a petition only. However, the lawmaker also specified … that only two circumstances may be taken into account ex officio, namely, that the dispute could not be resolved by the arbitral tribunal or that the arbitration award is contrary to the fundamental principles of the legal order of the Republic of Poland.

2. Experiences connected with the application of the public policy clause in international civil proceedings and private international law may be used by interpretation of the public policy clause… .

3. [I]f an arbitration award is contrary to the public policy of the Republic of Poland, this does not mean that such an award could be contrary to any of the principles of the state legal order, but that it is contrary only to the fundamental principles of the legal order of the Republic of Poland, i.e. constitutional standards, but also standards resulting from labour law, family law or procedural civil law… . Therefore, the concept of public policy is a concept narrower than the concept of the rule of law which entails the obligation to apply, in principle, all legal standards, including absolutely binding legal standards. The following principles have deemed by the doctrine to be the fundamental principles of legal order in terms of civil procedure: the principle of equal treatment of the parties to arbitration, or in terms of substantive law: the principle of freedom of the contract, the pacta sunt servanda principle.

4. It needs to be borne in mind that an arbitral tribunal enjoys much greater freedom in terms of conducting proceedings, including evidence proceedings, than a state court does. According to Art. 328 § 2 of the PCPC, reasoning of a state court’s judgment shall provide the factual basis for the ruling… However, pursuant to Art. 1197 § 2 of the PCPC, an arbitration award must only contain the reasons for the award… . Indication of the reasons which the arbitral tribunal relied upon by delivery of an award does not have to comply with the requirements of state court proceedings. In particular, an arbitral tribunal is not obliged to indicate the factual basis for its award. However, it must result from the reasoning on what facts the arbitral tribunal relied upon and which circumstances it considered necessary to resolve the dispute.

5. [T]he character of arbitration proceedings makes it possible to apply the rules indicated in Art. 322 of the PCPC.

6. The limits of the discretion of an arbitral tribunal in conducting evidentiary proceedings are determined by the requirements of thorough examination of the circumstances essential to resolve the dispute and of equal treatment of the parties to arbitration. Depriving a party of the opportunity to defend its rights should be interpreted narrowly. Arbitral tribunal’s rejection of evidence offered by a party because it finds the evidence unnecessary does not constitute depriving the party of an opportunity of a defense.

7. An arbitral tribunal has, like any other court, the power to assess a contract in terms of whether specific rights and obligations arise out of the provisions of the contract for one or both parties. If the assessment made in this respect, taking into account the joint intention of the parties and the purpose of the contract, is based on evidence gathered in the case, including the hearing of the parties, an assessment unfavourable to one of the parties cannot be regarded as a violation of the fundamental public policy principle.

8. The fundamental principles of the legal order include, among other things, the principle of civil liability for the damage caused…, the principle of the restitutive nature of liability for damages… .

1. If an assigned claim was covered by an arbitration clause, the clause also exerts effects with respect to the assignee, which means that the assignee is bound inter alia by the negative effect of the clause in the form of exclusion of the jurisdiction of the state courts over disputes concerning the claim.

2. Declaration of the bankruptcy of the assignor of a claim after the assignment is made does not affect the effectiveness of the arbitration clause covering the assigned claim in relations between the current holder—the legal successor of the bankrupt (the assignee)—and the defendant. In that situation, at the time of declaration of bankruptcy the bankrupt is no longer a party to the clause, the effects of which passed to the assignee as properties of the assigned claim. Art. 142 and 147 of the Bankruptcy Law [prior to the 2015 overhaul introducing the Reorganization Law] referred to disputes to which the bankrupt is a party.

3. Although Art. 142 and 147 of the Bankruptcy Law used the broad phrase “arbitration clause made by the debtor,” this provision cannot be understood to mean that it provides for the loss of force of an arbitration clause to which the bankrupt was originally a party, regardless of whether this entity is still a party to the legal relationship covered by the clause.

4. Under Art. 1161 §1 of the Civil Procedure Code, an arbitration clause must indicate the subject of the dispute or the legal relationship under which the dispute has arisen or may arise. This necessity is intended to eliminate clauses covering the totality of existing or future disputes between the parties. However, the assessment of whether the clause meets this requirement must consider not only the wording of the clause, but also, in interpreting it, the other relevant circumstances in which the parties’ declarations were made, in this context linguistic and situational circumstances, as well as the parties’ intent.

5. The legal relationship to which the arbitration clause applies need not be expressly stated in the clause, but may also be determined through interpretation of the clause. As an arbitration clause is an expression of the autonomy of will of rationally acting parties, its interpretation should also comply with the principle of favor validatis, seeking, within the limits of permissible interpretation, to uphold the effectiveness of the parties’ declarations.

6. The recent legal literature and case law stress the trend toward broad interpretation of an arbitration clause, based on avoiding a split of competencies between the arbitral tribunal and the state court within the same legal relationship. The demand of this interpretation of an arbitration clause (in favorem jurisdictionis arbitrii) is apt, particularly in international trade, in disputes between businesses.

7. Submission to an arbitral tribunal of disputes arising out of a contractual relationship means that the competence of the tribunal extends to all claims for performance of the contract, claims arising in the event of non-performance or improper performance of the contract, claims for disgorgement of unjust enrichment arising in the event of invalidity or repudiation of the contract, as well as tort claims if they arise out of an event that also constitutes non-performance or improper performance of the contract.

1. The rules of evidence assessment provided for in Division III Chapter 1 of the PCPC, including Art. 233 of the PCPC – are not binding in arbitration proceedings, where the principle is that the parties themselves agree on the rules and the manner of conducting of the proceedings, and in the event no such arrangements have been made – the arbitral tribunal conducts the proceedings in a manner it considers appropriate (Art. 1184 of the PCPC).

2. [A] state court hearing a petition to set aside an arbitration award does not examine whether the award is based on the factual material of the case (unless the arbitration award is completely detached from it, but such a situation did not take place in the case) and does not review the correctness of the factual findings made by the arbitral tribunal, which are in principle binding, insofar as there had been no grounds for setting aside an arbitration award indicated in the petition. As regards the assessment whether an arbitration award is contrary to the fundamental principles of the legal order, which is a prerequisite of setting aside of an arbitration award provided for in Art. 1206 § 2 point 2 of the PCPC, such an assessment must take into account the content of the award, and not the correctness of the arbitration procedure.

3. The fundamental principles of the legal order being the basis of assessment of an arbitration award shall be understood as constitutional standards, but also as ground principles in particular fields of law. However, in all cases, these are supreme standards of a fundamental character. Pursuant to the public policy clause expressed in Art. 1206 § 2 point 2 of the PCPC, an arbitration award shall be set aside when effects determined by its content are irreconcilable with a particular standard being one of the fundamental principles of that legal order… .

4. Partial (or full) satisfaction of a claim covered by the  award of the Court of Arbitration is not a statutory ground indicated in Art. 1206 of the PCPC for setting aside of an arbitration award.

1. According to Art. 1167 of the Polish Civil Procedure Code, a power of attorney to perform a legal act granted by a business entity shall also include authority to enter into an arbitration agreement with respect to disputes arising under such legal act, unless the power of attorney provides otherwise … . A power of attorney to perform a legal act in the meaning of the aforementioned provision means every kind of power of attorney referred to in Art. 98 of the Polish Civil Code, that is full power of attorney, indicating a kind of acts – so-called specific power of attorney and power of attorney to perform a legal act – so-called detailed power of attorney. However, a power of attorney to appear before courts – within the statutory limits (Art. 91 of the Polish Civil Procedure Code).

2. [A]n arbitration agreement adequately identifies 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 the contracts concluded by the parties … .

3. [S]ubmission to an arbitral tribunal of disputes under a contractual relationship means that the jurisdiction of the arbitral tribunal extends to any and all claims for performance of the contract, claims arising in the event of non-performance or improper performance of the contract, claims to restore undue consideration arising in the event of invalidity of the contract or rescission of the contract, as well as tort claims, if they arise out of an event that also constitutes non-performance or improper performance of the contract … .

1. An allegation regarding shortcomings in the appointment of the arbitrator is inextricably linked with a violation of the rules of the procedure before an arbitral tribunal, including also… an infringement of equality of the parties in the proceedings.

2. Article 1193 of the PCPC expressly stipulates that there is a preclusion of allegations regarding a violation of relatively binding provisions or rules of procedure established by the parties themselves, including the rules contained in the Arbitration Rules.

3. Arbitral tribunal’s conduct of the proceedings in disregard of the evidence offered by a party may justify an allegation of violation of Art. 1183 of the PCPC, if the evidence was necessary for the resolution of the case.

4. Lack of… evidential initiative, despite the motions submitted by both parties regarding the appointment of another expert witness by the Arbitral Tribunal, needs to be assessed as a failure to examine the merits of the case and such an activity constitutes, undoubtedly, a violation of the fundamental principles of the legal order of the Republic of Poland… . As it is indicated in the doctrine, also a violation of fundamental, prime principles of procedure constitutes a violation of the fundamental principles of the legal order… .

5. [T]he contract, according to which all disputes related to or arising out of the contract or performance of works, whether during the performance of the works or after their completion, whether before the refusal to perform them or another interruption of the contract or after, including disputes regarding an opinion, an instruction, a finding, a certificate or an assessment made by the engineer are subject to arbitration… Such provisions containing an arbitration agreement… shall be treated broadly, as they cover not only the contractual claims sought directly under the contract, but also claims sought on other legal grounds, including unjust enrichment or compensation for the injury caused.

6. [I]f the Republic of Poland was the place of arbitration and the case was heard there and the final award was delivered by the Court of Arbitration, Art. 1205 § 1 of the PCPC, which justifies jurisdiction of the Polish court to consider a petition to set aside an arbitration award, shall apply… .

Redefinition of the character of a petition to set aside an arbitration award is, according to the Court of Appeal, particularly significant for the interpretation of Art. 1208 of the Polish Civil Procedure Code in its part concerning local jurisdiction of the court of appeal before which the petition is brought. It is the court of appeal whose territory includes the court that would have been proper to hear the case if the parties had not made an arbitration agreement. It should be noted here that the entity initiating the proceedings (the petitioner) was the respondent in the arbitration proceedings. Therefore, taking the view that a petition to set aside an arbitration award is not a lawsuit, but an extraordinary remedy at law, the petitioner cannot be treated as a claimant. Consequently, it is not entitled to invoke alternate jurisdiction of courts.

1. The provisions of the Civil Code may be applied to an arbitration agreement only on issues not covered by a separate procedural regulation, and taking into account the specific nature of an arbitration agreement as an institution of procedural law. In other words, reference to substantive law in the event of a gap in the procedural regulation must be preceded in each instance by a consideration of whether the provisions of substantive law are appropriate in this case, given the procedural nature of an arbitration agreement, and if so, in what shape they should be applied.

2. [Art. 1161 §2 of the Civil Procedure Code] excludes framing an arbitration clause so that it violates the principle of equality, in particular by entitling only one of the parties to elect between commencing a case before the state court or the arbitral tribunal. This therefore applies to the wording of the clause and does not bar a situation in which one of the parties to the arbitration agreement, as a consequence of making of the clause by a falsus procurator, obtains the power to ratify it, and in consequence to be bound by the clause. If ratification occurs, both parties will be bound by the clause, and the assessment of its content will be governed inter alia by Civil Procedure Code Art. 1161 §2. This situation does not differ from instances in which ratification under Civil Code Art. 103 would involve an agreement of substantive law.

3. Civil Procedure Code Art. 1167 establishes the rule that a power of attorney to make a legal act granted by a business, regardless of the nature of the act, also empowers the holder to enter into an arbitration agreement. The legislature thus accepted that empowerment to make a transaction also implies empowerment to select arbitration as the procedure for resolving disputes arising out of the transaction, unless otherwise provided in the power of attorney. This provision erases the distinction between authority to enter into a legal act and authority to enter into an arbitration clause with respect to disputes involving that act. The type of power of attorney necessary to make the legal act is determined by statute (Civil Code Art. 98), and if the power of attorney is effectively granted, empowerment to make an arbitration clause is a derivative of that power of attorney.

4. Civil Procedure Code Art. 1167 should be regarded as the legislature’s response to the interpretation adopted in the case law, regarded as rigorous, with respect to the requirements for empowerment to conclude an arbitration clause. Considering that the scope of application of this solution is limited to businesses, this argues for giving it broader meaning than being limited to a power of attorney of a specific nature.

5. Civil Procedure Code Art. 1167 detaches the effectiveness of authority to conclude an arbitration agreement from its autonomous classification as an act that is or is not within the ordinary course of business, making it dependent only on the existence of effective authorization to make a legal act.

1. It should be noted that according to Art. 1207 § 1 and 2 of the PCPC, the provisions governing an appeal shall apply accordingly to a petition to set aside an arbitral award, with modifications resulting from title VII part V of the Polish Civil Procedure Code. Although it is a form of review, a petition is not, however, an appellate instrument, as unlike in appellate proceedings, the role of the state court is not to reconsider the case resolved by the arbitration award, applying the provisions of substantive and procedural law. In the proceedings before a state court initiated by a petition, the court does not examine whether the arbitration award is contrary to substantive law or is grounded in the facts cited in the award, or whether these facts were properly established. The state court considers the case only from the perspective of the grounds for setting aside the award and evaluates the soundness of the petition only in the light of the grounds set forth in Art. 1206 § 1 and 2 of the PCPC, considering at its own initiative only the grounds set forth in Art. 1206 § 2 of the PCPC. A violation of general provisions of civil procedure law or overriding principles of civil procedure may serve as grounds for setting aside an arbitration award only if it results in violation of fundamental principles of the legal order of the Republic of Poland or principles of social coexistence. A violation of overriding principles in force in the Republic of Poland may result – if it is to constitute grounds for setting aside an arbitration award – in an infringement of the substantive law … .

2. [B]y entering into an arbitration agreement, the parties consciously waived submission to the strictures in place for the proceedings before a state court, including some procedural guarantees in such proceedings. Unlike a state court, an arbitral tribunal considering cases does not need to strictly apply the provisions of substantive law, but may also base its ruling on the principles of equity or rule on the basis of general principles of law. Consequently, review by the state court of awards made by arbitral tribunals is limited to the instances strictly defined by the law … .

3. [E]xamination of a case with respect to the grounds for setting aside an award under Art. 1206 § 2 point 2 of the PCPC may not proceed beyond aggravated violations of law, and the parties cannot challenge an arbitration award when such an award was delivered after properly conducted proceedings, but does not satisfy their expectations. A petition is possible only when it has been demonstrated that an arbitration award violates the fundamental principles of the Polish legal order … .

4. The public policy clause on the ground of Art. 1206 § 2 point 2 is commonly identified with fundamental constitutional principles and overriding principles of specific areas of law, including civil, family and procedural law. An arbitration award may be set aside on the basis of a public policy clause if such an award is found to be contrary to a specific, absolutely binding norm which is included in the aforementioned principles. In the case-law of the Polish Supreme Court … it was for example indicated that the fundamental principles of the Polish legal order include, among other things: the principle of freedom of the will of the parties in civil law, the pacta sunt servanda principle and the principles setting limits of the freedom to form contracts and consequently the limits of the pacta sunt servanda principle, as well as the principle of freedom of business activity, the principle of contractual justice and the principle of compensatory nature of liability for damages … .

5. The principle of being bound by a state court when the court rules, expressed in Art. 321 § 1 of the PCPC, is not one of the fundamental principles of the Polish legal order within the meaning of Art. 1206 § 2 point 2 of the PCPC … . The principle of being bound by a state court when the court rules is not of an absolute character, because in the PCPC there are provisions which oblige a state court to rule on issues not covered with a prayer for relief.

6. Except for the fact that the principle expressed in Art. 321 § 1 of the PCPC is not of an absolute character, also … its limits were subject to amendments made by the legislator … . Therefore, the prohibition of ruling above a prayer cannot be deemed as one of the fundamental principles of the legal order of the Republic of Poland, because it is not an absolute, stable and permanent principle. First fulfilment of these criteria justifies inclusion among the principles of fundamental principles.

7. [The principle of adversariality], undoubtedly very essential in civil procedure, is not of an absolute character – it is limited, for example, in proceedings regarding juveniles and in proceedings in labour law matters. The model of civil suit based on the principle of adversariality was also subject to many amendments. This principle is not characterized by permanence and stability, which – as it was indicated above – is relevant for the fundamental principles of legal order … .