An introduction to the Polish Law of Contract: Comparative Perspective

The essential aim of this lecture is to introduce the primary legal definitions, institutions and the manner of understanding Polish contract law in a comparative approach. The basic constructions of contract law will be presented, in particular those relating to freedom of contract, vitiating factors, formation, content of contract, standard form contract, third parties, performance and breach of contract, as well as remedies. In addition, the entire analysis will be carried out from the point of view of both common and civil law legal systems.

In the course of the presentation of the lecture matter, the following issues will be discussed:

1. General remarks (2h)

(definitions, sources of contract law, general principles of contract law)

2. Freedom of contract (2h)

(general principle of freedom of contract, types of contracts, contractual interpretation)

3. Vitiating factors (2h)

(illegality, capacity, exploitation, mistake, misrepresentation, duress)

4. Formation of Contract (2h)

(intention to create legal relation, offer and acceptance, negotiation, form)

5. Content of Contract (2h)

(minimum content, express terms, implied terms, so-called standard clauses)

6. Standard form contract (2h)

(adhesion, interpretation contra proferentem, unconscionability, role of the Office of Competition and Consumer Protection)

7. Third parties (2h)

(role of third party, assignment, novation, debt assumption)

8. Performance and breach of Contract (2h)

(performance, change of circumstances, breach of contract)

9. Contractual remedies (2h)

(termination, withholding performance, damages)

10. How to draft a Contract successfully? Remarks on an example of Sales agreement (2h)

Primary Literature:

P. Machnikowski, J. Balcarczyk, M. Drela, Contract Law in Poland, Alphen ann den Rijn 2020

J.M. Smits, Contract Law: A Comparative Introduction, Cheltenham 2021

Secondary Literature:

E. Calzolaio, Comparative Contract Law. An Introduction, Abingdon-New York 2022

J. Cartwright, Contract Law: An Introduction to the English Law of Contract for the Civil Lawyer, Oxford-Portland 2016

L.A.DiMatteo, M. Hogg, Comparative Contract Law: British and American Perspectives, Oxford 2016

T.K. Graziano, Comparative Contract Law, Cheltenham-Northhampton 2019

C.-M. Smyth, M. Gatto, Contract Law: A Comparison of Civil Law and Common Law Jurisdictions, New York 2018

Assessment methods:

- test (single choice, only one answer correct to each question, no negative points for failed questions) – W1,W2, W3, W4, U1, U2, U3, U4

- activity – K1, K2, K3, K4

Assessment criteria:

fail- 8 pts 0-49%

satisfactory- 5 pts (50%-59% )

satisfactory plus- 6 pts (60%-69%)

good- 7 pts (70%-79%)

good plus- 8 pts (80%-89%)

very good- 9-10 pts (90%- 100% )

not applicable