The case originated from an investment agreement concluded in 2013 by SPCG’s Clients with natural person (the “Person X”) and affiliated companies, which included a preliminary contract. Under this agreement, upon the fulfillment of specified conditions, Person X was to enter into a share purchase agreement with our Clients and pay the agreed price for the shares (several tens of millions of PLN). Despite the expiry of the deadline and the fulfillment of the conditions set out in the preliminary contract, Person X failed to appear to execute the promised contract.
By judgment of October 2019, the Regional Court in Poznań ordered Person X (the “defendant”) to make a declaration of intent as requested in the statement of claim in order to conclude the promised contract. The defendant's appeal against this judgment was dismissed by the Court of Appeal in Poznań in a judgment of December 2021. The cassation appeal filed against that judgment by the defendant was accepted for consideration by the Supreme Court.
The Supreme Court did not uphold the defendant's plea alleging that the preliminary contract lacked the stronger legal effect provided for in Art. 390 § 2 of the Civil Code due to the lack of appropriate form. The Supreme Court agreed with our argument that the formal requirement specified in Art. 390 § 2 of the Civil Code, on which the validity of the promised contract depends, refers to a statutory requirement rather than a requirement stipulated by the counterparties in a preliminary contract.
The Supreme Court also acknowledged that the defendant's non-participation in the dispute, resulting from obstructive conduct, cannot be qualified as a ground for invalidity of the proceedings. However, the Supreme Court set aside the judgment of the Court of Appeal in Poznań and remanded the case to that Court for reconsideration, citing irregularities in evidentiary proceedings and finding that the Court had not properly examined whether the demand in the statement of claim corresponded to the content of the promised contract as stipulated in the preliminary contract.
Following reconsideration, the Court of Appeal in Poznań, in its judgment of July 17, 2026 (case ref. I AGa 345/24), upheld the decision of the court of first instance ordering the defendant to make a declaration of intent to conclude the promised contract, modifying the wording of the declaration only slightly compared to the first-instance judgment. All objections raised by the defendant's legal counsel regarding the invalidity and/or ineffectiveness of the preliminary contract, as well as the alleged non-compliance of the claim with the terms of the preliminary contract, were dismissed by the Court as groundless. The judgment of the Court of Appeal is final and binding. Pursuant to Art. 64 of the Civil Code, this judgment replaces the defendant's declaration of intent and results in the conclusion of the promised contract, under which the defendant is obligated to pay our Clients the agreed purchase price for the shares.
The case was handled by SPCG Partners: Agnieszka Soja and Krystian Radłowski.