Paper hasn’t yet become obsolete but, as of today, recording business arrangements on other media can also be legally binding.

E-mails confirming agreements between entrepreneurs are already frequent practice – and now they have legal sanction. The updated Civil Code, which standardises the performance of acts in law in such a manner, starts to apply today. Companies use it in their business dealings for an obvious reason – it’s more convenient.

(...)

“Generally speaking, the Civil Code provides for any particular form of concluding agreements, unless regulations stipulate that a form clearly stated in the law must be used for the agreement to be valid – for example, a leasing agreement must be concluded in writing”, says Dr. Aleksandra Pokropek, attorney-at-law at FKA Furtek Komosa Aleksandrowicz. “Agreements to provide services, which are common in business relations, do not in principle have such requirements”.

(...)

“In such cases the content stated in the letter or document of confirmation will be valid, unless the other party immediately objects to this”, says Dr. Pokropek. The objection must be stated in writing when an agreement is concluded without the written form, or in a document when an agreement is concluded which is not in document form. If anyone does this in another form, entrepreneurs will be bound by what is stated in the confirming letter or document.

“If the parties want to achieve a specific effect, they should keep to the forms specified in the Code”, Dr. Pokropek suggests. However, she is concerned about problems with confirming oral agreements. These are concluded without having either a written or a document form. The question arises of how they should be confirmed – in writing or as a document.

In Dr. Pokropek’s opinion, there tends to be no doubt that the latter form of submitting confirmation and objections is special in relation to the written form, and the document form should therefore be kept to. A problem arises, however, if one of the parties confirms an oral agreement in writing, when a document would be sufficient, e.g. a text message, e-mail or fax. What happens to the objection then?

“In such a situation it would be necessary to assume that the objection in the document would be sufficient”, says Dr. Pokropek. “The fact that a party uses confirmation in writing as the “stronger” form in relation to a document should not have to mean that the other party must object in writing. In practice, however, entrepreneurs will rather make use of the written procedure, and confirmation and objections in a document will not be accepted”.

(...)

Prepared by: Iwona Jackowska (PB)