The Regional Court in Krakow, 12th Commercial Appeals Division, in its judgment of July 1, 2025, dismissed the Defendants’ appeal against the judgment of the District Court for Krakow-Śródmieście in Krakow, 5th Commercial Division, of December 17, 2024, which was entirely favorable to the Law Firm’s client.
The Law Firm’s client, an entity operating a franchise network of real estate agencies, sought payment from its contractors, partners in a civil law partnership, of outstanding amounts due for periodic fees for membership in the network. In the course of the case, the Defendants raised a number of legal arguments to challenge the existence of the obligation to pay the outstanding fees. Effective counterarguments and the evidence presented led the Courts to share the position of the Law Firm’s Client and issue favorable judgments. The courts recognized, among other things, the validity of the comprehensive assignment of rights, claims, and transfer of debts arising from the franchise agreement to the new franchisor. They confirmed the applicability of Article 210 of the Commercial Companies Code, i.e., the representation of one party to the agreement by an attorney appointed by a resolution of the shareholders, also in the case of agreements between companies with the same composition of management boards, and not only in the case of agreements concluded by a company with a member of its management board. Thus, the courts opted for a broader, functional interpretation of this provision, justifying it with the intention of avoiding a situation in which the same person would conclude a contract on behalf of both parties, and thus avoiding so-called self-dealing, which is generally prohibited under civil law.
Ref. no.: V GC 1794/23/S; XII Ga 265/25.
