The situation
A question on a Polish-law contract with the client’s Polish counterparty
A Madrid firm acts for a Spanish maker of packaging film. Its Polish distributor in Łódź missed the agreed launch of a new product line by 74 days. The distribution contract, governed by Polish law, sets a contractual penalty of €2,000 a day, capped at €180,000. The client wants to know what it can claim before it decides whether to end the relationship.
Nobody on the team reads Polish, and a translated commentary is not a source to put in front of a client. The hours go on finding the Civil Code provisions, the Supreme Court decisions on reducing penalties and the rule on what a penalty may secure, then explaining it all in Spanish terms.
What the research has to settle
The rules behind the answer
- A penalty secures non-monetary obligations
- Under the Polish Civil Code a contractual penalty can be stipulated only for failure to perform, or improper performance of, a non-monetary obligation. A missed launch date qualifies; a late payment would not.
- The penalty stands in for damages
- The penalty is due in the agreed amount whatever the size of the loss, and damages above it can be claimed only if the contract allows. The memo should say whether this contract does.
- A court can reduce it
- A Polish court may reduce the penalty where the obligation has been largely performed or the penalty is grossly excessive. The Supreme Court’s decisions on what counts as grossly excessive are where the argument is won or lost.
- Do not read it as the Spanish rule
- The Spanish Civil Code also lets a judge moderate a penalty, where the obligation was partly or irregularly performed. The tests differ, and the memo should stop the client assuming they are the same.
How it runs in azta
From the question to the document
The question, as you would type it
Polish law governs a distribution agreement. The distributor missed a launch date by 74 days; the contract sets a penalty of EUR 2,000 per day, capped at EUR 180,000. Can the supplier claim the full penalty, and when have Polish courts reduced a penalty as grossly excessive?
You start with
A question on a Polish-law contract with the client’s Polish counterparty
- 01
Ask in your own language
Describe the contract and the breach in Spanish or English. azta searches the Polish Civil Code and answers in your language, with every point cited.
Cited research· Free - 02
Read the provision in Polish
Open each cited provision in the original, with its in-force status, and check the version that applied when the contract was signed.
Atlas statute reader - 03
Find the Supreme Court’s decisions
Ask how the Polish courts have reduced penalties for delay. azta searches the published decisions and summarises each holding with a link to the full text.
Case-law search - 04
Write the memo
Ask for a memo for the client with the Polish terms kept alongside your translation. Edit it in Canvas and translate any passage the client asks about.
Canvas · Ask azta· Pro You send
A memo on the Polish rule, built from the original-language provisions and decisions
What you get
A memo on the Polish rule, built from the original-language provisions and decisions
Foreign-law memo · draft
Contractual penalty under the Polish distribution agreement
Question. Whether our client may claim the full penalty of €148,000 for the 74-day delay in the launch, and on what grounds the distributor could ask a Polish court to reduce it.
The Polish rule. The penalty secures a non-monetary obligation and is therefore validly agreed. It is due in the agreed amount without our client having to prove the size of its loss. The contract does not allow damages above the penalty, so the penalty is the limit of the claim for this delay.
Risk of reduction. The distributor is likely to argue that the penalty is grossly excessive compared with any loss our client actually suffered. The Supreme Court decisions reviewed in Annex A treat that comparison as relevant but not decisive. We recommend gathering evidence of lost sales in the launch period now.
Outcomes on your numbers
What azta is worth on this task
Pro pays for itself after
8 minutes a month
At €220 an hour, that is all the time Pro (€27 a month) has to take off your desk to cover its price.
Example figures. Replace them with your own.
- Hours back a year
- 76
- Capacity at your rate
- €16,632
- More foreign-law memos a quarter
- 2.2
- Return on Pro
- 51.3×
- Research
- Drafting
- Your review
A scenario you set, not a promise. The hours that come back go to another client, or deeper into this one.
Want these numbers on your team’s real workload?
Book a demoWhat stays with you
- Judging whether to rely on the memo or to instruct Polish counsel.
- Establishing the facts of the delay and the client’s loss.
- The advice to the client and the decision on the relationship.
Frequently asked questions
- Do I need to read Polish to use this?
- No. azta answers in your language. The citations open the original Polish text, so you or a colleague can check the wording that matters.
- Does this replace Polish counsel?
- Not for court work or a formal opinion. It gives you a sourced view of the rule, so you can advise on the first question and brief local counsel well when you need them.
- Can I check the law as it stood when the contract was signed?
- Yes. Ask about the law at a past date and azta answers from the version then in force.
