The consequences of a transaction falling outside the scope of business specified in the articles of association.
In common-law jurisdictions, the trust is a popular form for achieving various aims: managing assets, inheritance, building corporate structures, and tax planning. But countries from the Continental legal tradition, like Poland, typically do not have any institution directly corresponding to a trust. Polish doesn’t even have a word for it. This has raised doubts over the years and sometimes even suspicion on the part of courts and lawyers when they need to determine the consequences exerted by a trust in actual or potential disputes in jurisdictions unfamiliar with this form. Are their suspicions well-founded?
During the course of construction projects, issues often arise involving additional work or substitute work. Contractors perceive even minor departures from the original plans as additional work and demand an increased fee, while investors not only expect all their instructions to be followed within the agreed price, but treat any opposition by the contractor as a breach of contract. This dynamic works similarly between the general contractor and subcontractors. But the realities of the real estate development process often require work to be done even when the parties take different views of the work and do not sign a separate contract covering it. Is an additional fee nonetheless owed for performing such work?
A year has passed since introduction into the Polish civil law of revolutionary but not widely noticed changes in the form of legal transactions. A few examples will illustrate how important these changes are.
Long-awaited regulations limiting the scope of the duty to conclude written contracts for supply of agricultural products went into force on 22 August 2017. Under the new rules, the requirement for written contracts applies only to supplies of defined groups of agricultural products from farmers operating in Poland.
The Court of Justice of the European Union has ruled that a commercial agent may retain the right to a commission if the client intentionally refuses to perform the contract because the principal’s attitude has caused the client to lose confidence in the principal. The ruling also clarifies doubts surrounding the effect that partial non-performance of the contract has on the agent’s commission.