Arbitration in Poland — a Foreign Company’s Field Guide (with Dubai & London context)

Prepared by TRW Law Firm — Dhaka · Dubai · London

Executive summary

Poland has quietly become one of Central Europe’s most efficient and arbitration-friendly venues for commercial disputes. Warsaw is the country’s leading seat, home to the Court of Arbitration at the Polish Chamber of Commerce (often called the “SAKIG” or “Court of Arbitration at the PCC”), alongside other permanent institutions. Most cross-border cases are classic commercial disputes—post-M&A earn-outs and warranty claims, construction/infrastructure disagreements, lease and real estate fights, and supply/technology contracts.

Poland’s arbitral framework sits in Part V of the Polish Code of Civil Procedure (CPC). A major 2015 update aligned it closely with the UNCITRAL Model Law approach on core topics such as kompetenz-kompetenz, separability, interim protection, tribunal powers, award form, and set-aside grounds. Poland has been a New York Convention State for decades, so Polish awards travel well—and foreign awards are generally enforceable in Poland when formalities are observed.

This guide is written for foreign companies contracting with Polish counterparties or investing in Poland (or doing Polish law deals offshore), and for international businesses who want to understand how Poland compares with Dubai and London, where TRW also maintains offices. We cover what to put in your clauses, what to expect in procedure and enforcement, how to handle sector-specific risks, and how to plan enforcement from day one so you end up with an award you can actually collect.

Helpful background, examples, and model clause language are discussed throughout our International Arbitration & Cross-Border Disputes resources on tahmidurrahman.com (internal):
• International Arbitration & Cross-Border Disputes
• Corporate/M&A Disputes
• Construction & Projects
• Enforcement of Arbitral Awards

(Internal links only, as requested.)

1) Framework at a glance: why Poland works

Statute. Part V CPC is the Polish Arbitration Law. Though originally enacted long ago, the arbitration part was modernised in 2015 and now mirrors core aspects of the UNCITRAL Model Law. In practice, you get:

• Arbitration agreement form: writing requirement is flexible (contract text, exchanged correspondence, or telecommunication capable of recording content). Incorporation by reference works if the main contract is in writing and clearly references the arbitration clause.
• Company/Shareholder disputes: clauses embedded in articles/statutes bind the company and its shareholders in corporate-relationship disputes.
• Arbitrability: broad for commercial matters; labour disputes are arbitral only if the agreement is concluded after the dispute has arisen (and in writing).
• Kompetenz-kompetenz and separability: the tribunal can rule on its own jurisdiction and the arbitration clause survives the invalidity/expiry of the main contract.
• Interim measures: tribunals can order security; there is potential liability for harm if an interim measure proves clearly unwarranted.
• Evidence powers: tribunals can hear witnesses, review documents, order inspections and expert opinions (but no coercion—the state courts handle compulsion if needed).
• Awards: majority decisions in panels, reasons required, standard formalities (signatures, date/place, identification of the agreement and the tribunal).
• Set-aside (annulment): limited grounds mostly matching Model Law/New York Convention logic (no agreement/invalid agreement; failure of notice/defence; ultra petita; composition/procedure defects; fraud/forgery; res judicata; plus non-arbitrability or public policy).
• New York Convention: Poland recognises and enforces foreign awards subject to Convention defences; Polish awards are widely enforceable abroad.

Institutions. Warsaw is the hub. The Court of Arbitration at the Polish Chamber of Commerce is the best-known permanent court, with bilingual administration and panels comprising leading Polish and foreign arbitrators. Other institutional options exist for sector niches (for example, some parties use Lewiatan Arbitration Court in Warsaw). Many cross-border contracts also choose ICC, VIAC, SCC, LCIA, or UNCITRAL rules with Warsaw as the place of arbitration (or with a non-Polish seat where that better fits the enforcement map).

Judicial support culture. Polish courts are pragmatic: they will generally respect party autonomy, support tribunal jurisdiction, and confine themselves to narrow review at the set-aside stage. As in any jurisdiction, careful drafting and procedural discipline help you avoid disruptions.

2) Should you seat in Warsaw (or not)? A foreign company’s decision tree

Seat/Place of arbitration determines the supervisory court and the legal nationality of your award. To choose well, follow your asset map and your interim-relief needs:

• Seat in Warsaw when:

1. Your contract is governed by Polish law or has deep Polish performance;
2. Key assets or enforcement will be in Poland or neighbouring states comfortable with Polish awards;
3. You value proximity to Polish witnesses, experts, and evidence;
4. You expect construction or real estate issues where site inspections and local technical standards matter;
5. Cost and logistics favour Warsaw hearing facilities.

• Seat in London (LCIA/ICC, English law or not) when:

1. You need robust court support: freezing orders, anti-suit injunctions, disclosure discipline;
2. Financing, reinsurance, or commodities flows are UK/EU-centred;
3. You want an award with high international cachet for multi-jurisdiction enforcement.

• Seat in Dubai/DIFC (DIAC/LCIA/ICC) when:

1. Your supply chain, EPC work, or counterparties sit across MENA;
2. You need DIFC Courts support for interim measures and an experienced pro-arbitration bench;
3. Your banking and escrow rails run through the UAE/GCC.

Still deciding? Our short seat-selection explainer compares Warsaw vs London vs Dubai for common dispute patterns and is available within our International Arbitration resources:
International Arbitration & Cross-Border Disputes

3) The arbitration agreement: get the Polish formalities right (and future-proof your clause)

Form. Under Article 1162 CPC, a writing is required but flexible: the clause can live in the contract or in exchanged correspondence (including emails) that records the agreement; incorporation by reference works if clear.

Corporate disputes. Under Article 1163 CPC, clauses in articles/statutes bind the company and shareholders for corporate-relationship disputes. If you’re a foreign investor acquiring a stake, ensure the clause in the articles mirrors your SPA clause or includes a priority/hierarchy rule, otherwise you can end up in a battle of clauses.

Labour. Article 1164 CPC allows employment arbitration only after a dispute arises—and in writing. For international groups, keep employment disputes out of your general corporate arbitration clause to avoid knock-on validity issues.

Scope & multi-contract ecosystems. Polish law tolerates broad “arising out of or in connection with” wording, but be explicit about joinder and consolidation when SPVs, parent guarantees, technical protocols, or side letters are involved. Draft a document hierarchy and a consolidation consent so Warsaw proceedings can be coordinated rather than fragmented.

Governing law of the arbitration agreement. To prevent later fights (especially if your contract law ≠ seat law), state it expressly (e.g., “The arbitration agreement shall be governed by the law of the seat.”). This impacts validity analysis and separability issues.

Institution, rules, and language. For Warsaw seats, many parties choose institutional rules (e.g., the Court of Arbitration at the PCC) and English as the language for international cases. If you expect Polish regulatory or technical content, allow Polish exhibits with certified translations when relied upon.

Interim relief and courts. Preserve the right to seek urgent court measures without waiving arbitration (common in Model Law systems). If cash-flow or site-access disputes are likely, consider an Emergency Arbitrator option by selecting rules that offer it (e.g., ICC) even when seated in Warsaw.

We maintain model clauses calibrated to Poland, London, and Dubai seats and to common sector risks (EPC, M&A, TMT). Samples and drafting notes are available internally:
International Arbitration & Cross-Border Disputes

4) Arbitrability, kompetenz-kompetenz, separability: what actually happens in practice

• Arbitrability is wide for commercial disputes. Edge areas—competition/antitrust damages, insolvency, corporate registry issues—require careful framing. Matters involving in rem rights or public registries may need court involvement for certain effects even where the underlying liability is arbitrated.
• Kompetenz-kompetenz: the tribunal decides its own jurisdiction first. This typically produces a jurisdictional phase or a rolled-up hearing with merits if efficient.
• Separability: the arbitration clause stands independently. If a contract is alleged void (e.g., fraud, capacity), tribunals will often proceed on clause validity, leaving fraudulent inducement to the merits.

Foreign-party tip: When you anticipate parallel proceedings (e.g., urgent security in a Polish court or an administrative review), notify the tribunal and propose procedural coordination to avoid inconsistent outcomes and to protect the arbitration’s primacy over arbitrable issues.

5) Interim measures and evidence: speed, proportionality, and cooperation

Interim measures. Tribunals seated in Poland can order security and urgent relief—e.g., preserving the status quo, preventing asset dissipation, protecting trade secrets, securing payment into escrow. If an interim order proves clearly unwarranted, the requesting party may be liable in damages for the harm caused (a useful discipline against overreach).

Court assistance. If you need coercion (compelling a third-party witness, document production, or enforcing an interim order), you will apply to the competent Polish court. Plan that into your timetable.

Evidence style. Polish tribunals take a civil-law-leaning approach but are comfortable with common-law tools. Best practice is a Redfern schedule for targeted document production; focused witness statements; and agreed experts where possible. Expect the tribunal to appoint its own expert or request party reports in technical cases (construction delay, valuation, defects).

Confidentiality. There is no single blanket statutory secrecy rule like some jurisdictions; instead, parties generally rely on institutional rules and procedural orders for confidentiality. If secrecy matters (e.g., trade secrets or pricing models), ask the tribunal for a Confidentiality Protocol early.

For evidentiary checklists and confidentiality templates we commonly propose in Poland-seated cases (and a comparison to our London/Dubai practice), see:
Construction & Projects · International Arbitration & Cross-Border Disputes

6) Awards: content, timing, and cost

Form and content. Awards must be written, reasoned, and signed (majority signatures suffice with an explanation if not all sign). They should identify the arbitration agreement, the parties, arbitrators, date, and place. Service on the parties is required.

Timing. Institutional rules or procedural orders will fix milestones. Polish tribunals are pragmatic about phasing (e.g., jurisdiction/liability/quantum) for efficiency.

Costs. The “costs follow the event” principle often applies, adjusted for conduct. Cost management is a joint project: narrow issues early, agree a core bundle, consider a single joint expert on discrete technical matters, and propose a page-limited memorial structure.

Currency and interest. If enforcement abroad is likely, draft dispositive orders with currency flexibility and clear interest calculations (from, at, to). This helps foreign courts translate awards into enforceable orders.

7) Set-aside (annulment) and enforcement in Poland

Set-aside. A Polish court can annul an award on narrow grounds—lack/invalidity of the arbitration agreement; notice/defence deprivation; ultra petita (beyond scope); composition/procedure defects; fraud/forgery; res judicata; plus non-arbitrability or violation of fundamental principles of the Polish legal order (public policy). The court is not a court of appeal on facts or law.

Public policy is applied sparingly. Typical flashpoints: due process violations (surprise evidence; refusal to hear a critical witness without reason), awards enforcing penalties that contradict mandatory Polish concepts, or awards requiring performance that is illegal under Polish law.

Enforcement of foreign awards. As a New York Convention State, Poland recognises foreign awards unless a Convention defence applies. Practically:

• Have properly certified/translated copies of the award and agreement;
• Show due notice and tribunal jurisdiction;
• Be ready for public policy discussion (rare but prepare a compliance narrative).

Tips that minimise enforcement friction:

• Draft a modular dispositive (separate, severable orders) so a court can enforce what is compliant and leave the rest if needed.
• Avoid ambiguous operative wording; define obligations precisely (delivery, payment, interest, currency).
• Keep service records pristine for notice arguments.

Our enforcement playbook (filing bundles, translation strategy, public-policy narratives) is available in our internal primer:
Enforcement of Arbitral Awards

8) Institutions in Poland: how to choose (and when to look abroad)

Court of Arbitration at the Polish Chamber of Commerce (Warsaw). The best-known Polish institution for commercial cases with international elements; bilingual administration, experienced lists, modern rules. Particularly strong in construction/real estate, distribution, post-M&A, and shareholder disputes.

Other options. Depending on sector and counterparties, some parties use Lewiatan (also Warsaw). For truly international deals, the ICC in Paris (with Warsaw seat), VIAC (Vienna), SCC (Stockholm), or LCIA (London) are frequently chosen, again with Warsaw or a foreign seat depending on the enforcement map.

When to go international even if the deal is Polish. If your assets to collect are primarily in the UK/GCC or you anticipate complex interim measures, a London or DIFC seat with ICC/LCIA/DIAC rules may be prudent—even for a Polish-law contract—while retaining Polish experts for the merits.

9) Sector playbooks for Poland: what foreign companies should watch

A) Post-M&A and shareholder disputes

• Warranty and indemnity claims are common (financial statements, tax, compliance). Draft clear knowledge qualifiers, caps, baskets, limitation periods, and procedures.
• Earn-outs and price adjustments—define accounting standards and expert determination vs arbitration gateway. If using expert determination for limited questions, carve the remainder expressly for arbitration.
• Shareholder agreements / articles clauses—ensure consistency; provide joinder/consolidation so company-level disputes don’t splinter into multiple forums.

B) Construction & infrastructure

• Poland has a large pipeline of public and private projects. Expect delay/defect claims, change in law, price escalation, and force majeure issues.
• Use time-bar clarity (notice and particulars), real concurrent delay handling, and calibrated liquidated damages that reflect a genuine estimate (to avoid penalty arguments).
• Consider a Dispute Adjudication/Board step, but time-box it; preserve Emergency Arbitrator rights for urgent site access or payment restraints.

C) Lease and real estate

• Large office, logistics, and retail leases generate disputes on fit-out, delivery, indexation, quiet enjoyment, and maintenance.
• Draft robust force majeure and change-in-law provisions, especially for indexation/inflation and regulatory constraints.

D) Technology, data, and IP

• Define IP ownership, licensing scope, improvements, and trade secrets.
• Include injunctive relief pathways and confidentiality orders; Polish tribunals will work with tech protocols for secure evidence.
• If cross-border data flows are sensitive, align your data processing annexes and agreed hearing platforms with compliance duties.

E) Banking, trade, and commodities

• Draft payment waterfalls, bank substitution rights, alternative currencies, and escrow mechanics that function if a bank derisks a client or a rail becomes unavailable.
• For repos, netting, or derivatives-adjacent contracts, a London seat may still be best—then coordinate Polish merits experts if the deal is Polish-law.

Sector-specific checklists and sample contract riders are compiled in our practice insights:
Corporate/M&A Disputes · Construction & Projects

10) Comparing Warsaw with London and Dubai: which is best for your dispute?

Decision factor	Warsaw seat (Poland)	London seat (UK)	Dubai/DIFC seat (UAE)
Court support	Supportive; Model Law-style assistance; narrower interim tools than London	World-class interim relief, disclosure, anti-suit	Pro-arbitration DIFC Courts; strong interim measures
Costs	Competitive hearing & counsel costs	Higher tribunal/counsel costs	Mid-range; efficient administration
Language	English widely used for international cases; Polish for local docs	English throughout	English throughout
Enforcement cachet	Very good (NYC)	Excellent	Excellent (DIFC bridge to UAE)
Procedural style	Civil-law-leaning; targeted document production	Common-law with robust disclosure	Hybrid/common-law-oriented

How we decide with clients: we map assets, urgency, banking rails, document culture, and expected evidence. If you will enforce in Poland or need site-specific fact finding, Warsaw is often ideal. If you need global interim firepower or bank/London market gravitas, choose London. For MENA logistics and banking, pick DIFC and plan an award-migration strategy into onshore jurisdictions if needed.

11) Model clause (illustrative) for a Warsaw seat

Arbitration. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, performance or termination, shall be referred to and finally resolved by arbitration administered by the Court of Arbitration at the Polish Chamber of Commerce in Warsaw (or ICC) in accordance with its rules (the “Rules”).
Seat and Law of Arbitration Agreement. The seat (place) of arbitration shall be Warsaw, Republic of Poland. The arbitration agreement shall be governed by the law of the seat.
Tribunal. The tribunal shall consist of three arbitrators (or one arbitrator for claims not exceeding [●]).
Language. The language of the arbitration shall be English.
Interim Relief. Nothing in this clause prevents either party from seeking urgent interim or conservatory measures from any competent court.
Consolidation/Joinder. The tribunal may consolidate related proceedings or join additional parties with their consent where disputes arise out of the same transaction or series of transactions.
Confidentiality. The parties and tribunal shall keep the arbitration and all awards confidential, subject to legal or regulatory obligations.

(We tailor variations for London/DIFC seats, multi-contract groups, shareholder-articles interactions, and sector-specific issues. Reach out for drafting notes.)
International Arbitration & Cross-Border Disputes

12) A playbook for foreign companies contracting with Polish counterparties

Before signing

1. Seat & rules matched to asset map and interim-relief needs (Warsaw/London/DIFC).
2. Law of the arbitration agreement stated expressly.
3. Joinder and consolidation provisions to corral SPVs and guarantors.
4. Payment mechanics: currency options, bank substitution, escrow.
5. FM/Change-in-Law calibrated for energy/price shocks and regulatory change.
6. Confidentiality protocol template ready for PO1.
7. Translation strategy (don’t over-translate; translate what you plan to rely on).

When a dispute looms

1. Send precise notices and preserve evidence (board minutes, emails, cost logs).
2. Propose procedural roadmaps (phased issues) to narrow the fight.
3. Prepare an interim measures pack (status quo, security, anti-dissipation).
4. Agree document protocols (Redfern schedules) early to avoid endless requests.
5. Stay settlement-ready (consider expert determination for price mechanics; partial payments in escrow).

During the case

1. CMC 1: push for a timetable that resolves jurisdiction early and sets lean document production.
2. Experts: suggest a single joint expert where appropriate; if opposing experts, press for a hot-tub session to clarify deltas.
3. Costs: invite the tribunal to penalise late ambushes and non-cooperation.

Enforcement

1. Draft the award’s dispositive with severable orders.
2. File a complete recognition pack: award, agreement, translations, service proofs.
3. Prepare a short, persuasive public-policy memo (only if needed) addressing compliance and due process.

Our Enforcement Toolkit (checklists and specimen filings) is outlined here:
Enforcement of Arbitral Awards

13) Common pitfalls (and how TRW helps you avoid them)

• Mismatched clauses between SPA and company articles → adopt a hierarchy rule or replicate the clause consistently.
• Silent law of the arbitration agreement → specify it (usually seat law) to avoid satellite litigation.
• Overbroad document requests → use targeted Redfern schedules and propose a proportionality matrix.
• Penalty-like LDs → ensure a defensible pre-estimate (especially in construction/lease contexts) to survive public-policy scrutiny.
• Fragmented multi-contract disputes → draft consolidation/joinder upfront; seek a tribunal order early if disputes arise.
• Under-prepared enforcement → build the recognition file during the arbitration, not after.

14) How does Poland interact with sanctions and payment rails?

While Poland is not the focus of sanctions architecture like some hubs, payment compliance matters in any cross-border arbitration. If a payment rail de-risks a client or a correspondent bank blocks a transfer:

• Use currency alternatives and escrow in your award drafting.
• Propose staged enforcement and partial recognition of non-pecuniary orders.
• Keep bank correspondence as evidence to rebut “wilful non-payment” narratives.

For a broader strategy on sanctions-era arbitration (licences, escrow, modular relief), see our internal primer:
International Arbitration & Cross-Border Disputes

15) Costs, timing, and settlement dynamics

Duration. A typical Warsaw-seated international case (three arbitrators, fact and expert evidence) can complete within 12–18 months, faster if issues are narrowed. Complex construction cases may run longer; bifurcation (liability then quantum) often helps.

Settlement. Many Polish cases settle after key inflection points:

• Post-jurisdiction ruling (risk clarity),
• After tribunal comments on case management or interim relief,
• Following expert conclave narrowing damages ranges.

Consent awards. Polish tribunals can record settlements as an award on agreed terms, improving enforceability versus a simple private settlement.

16) Why work with TRW (Dhaka · Dubai · London) on Poland-linked disputes?

• We treat seat choice as an engineering decision tied to your asset map, not a boilerplate.
• We build a single evidence plan that translates across Warsaw, London, and Dubai—so your documents, witnesses, and experts are synchronized for any court interface.
• We embed enforcement drafting into your merits case: currency options, modular orders, confidentiality protections, and compliance narratives.
• We calibrate cost control through targeted disclosure, early expert engagement, and cost-sanction strategy against procedural gamesmanship.

Explore our approach and sector guides:
International Arbitration & Cross-Border Disputes · Corporate/M&A Disputes · Construction & Projects · Enforcement of Arbitral Awards

17) Quick reference: Poland arbitration checklist (foreign-party edition)

Clause design

• Seat: Warsaw (or London/DIFC if interim relief/enforcement map demands).
• Rules: Institutional (e.g., Court of Arbitration at the PCC or ICC).
• Law of arbitration agreement: state expressly.
• Tribunal: 1 (smaller claims) or 3 (complex/high value).
• Language: English; translation plan for Polish materials.
• Joinder/consolidation & document hierarchy across multi-contract suites.
• Interim relief: court recourse without waiver; consider Emergency Arbitrator.
• Confidentiality: procedural order and sanctions for breach.

Case conduct

• Early CMC to lock schedules and proportional disclosure.
• Redfern for documents; expert hot-tubs where useful.
• Interim measures pack (security, status quo, anti-dissipation).
• Settlement windows flagged; consent award option readied.

Award & enforcement

• Severable dispositive orders; currency/interest clarity.
• Build enforcement pack (translations, certifications, notice proofs) during the case.
• Anticipate public policy angles; write a short compliance narrative.

18) Final thoughts

Poland offers a mature, arbitration-friendly environment that has steadily converged with global best practice while retaining the cost and logistical advantages of a Central European hub. For foreign companies, the keys to success are familiar but crucial: seat where you can enforce, write the arbitration agreement to corral your counterparties and contracts, run a lean but complete evidence process, and draft the award you want to enforce—before the tribunal writes it.

If your commercial footprint spans Poland, the Middle East, and the UK, TRW’s Dhaka–Dubai–London platform will help you choose the right seat, keep your case moving, and secure an outcome that translates into money in the bank (or the practical relief your business needs).

Contact TRW

24/7 switchboard: +8801708000660 · +8801847220062 · +8801708080817
Email: [email protected] · [email protected] · [email protected]

Offices:
Dhaka — House 410, Road 29, Mohakhali DOHS
Dubai — Rolex Building, L-12 Sheikh Zayed Road
London — 330 High Holborn, London WC1V 7QH, United Kingdom

(Internal resources for further reading: International Arbitration & Cross-Border Disputes, Corporate/M&A, Construction & Projects, Enforcement of Arbitral Awards.)

Snapshot table — Poland arbitration for foreign companies

Topic	What you get in Poland	TRW’s take
Legal base	Part V CPC (2015-updated), Model Law-aligned	Predictable framework; tailor clauses to avoid avoidable fights
Institutions	Court of Arbitration at PCC (Warsaw) + others	Good for commercial, construction, shareholder cases
Agreement form	Writing, including emails/telecoms; incorporation by reference	Keep a clean record; replicate clauses across contracts/articles
Arbitrability	Broad for commerce; employment only post-dispute	Exclude HR from global clause; use bespoke HR language
Jurisdiction	Tribunal decides (kompetenz-kompetenz); separability	Expect a short jurisdiction phase; build record early
Interim	Tribunal measures; damages for clearly unwarranted relief	Use proportionate measures; prepare a court-assist plan
Evidence	Targeted production; tribunal experts possible	Push Redfern; consider joint experts; protect trade secrets
Award	Reasoned, majority signature accepted; formalities clear	Ask for severable orders; clear currency & interest
Annulment	Narrow grounds + public policy/non-arbitrability	Keep due-process discipline; avoid penalty-like LDs
Enforcement	NYC recognition of foreign awards; good domestic enforcement	Build the enforcement pack during the case
Warsaw vs London/DIFC	Cheaper, closer to Polish facts; narrower court tools	Choose London/DIFC if you need heavy interim firepower
Sectors	Post-M&A, construction, lease, supply/tech	Use sector riders (time bars, FM/CoL, expert gateways)

This article is intended as a practical overview for international businesses and counsel. For tailored drafting, case strategy, and enforcement planning, contact TRW’s cross-border arbitration team.