Commentary to the Judgment of the District Court for Warsaw-Prague in Warsaw, IV Civil Appellate Division, of 24 April 2024, IV CA 1735/23

Abstract

The commentary must be unequivocally critical. The dispute in question concerned the interpretation of a residential unit sales contract providing for a price calculated upon its “usable floor space”. The parties submitted the understanding of this term to the Polish ISO standard, at the same time however providing that the surface under partition walls should be included. The buyer claimed for the repayment of a part of the price, arguing that the ISO standard rule is different. The Court found that the contractual stipulation contrary to the standard is void, that this part of the contract is non-transparent, and consequently that the rules of consumer protection prevent the price paid by the buyer to be deemed binding. As the result, the Court replaced the thus “waived” stipulation with the contents assumed to correspond to the ISO standard and on that basis adjudged to buyer the claimed amount. The justification of the judgment is wrong on all points. Instead of the contextual interpretation of the extract of the ISO standard incorporated into the contract, the Court applied an inadequate construction of this standard, as used by administrative courts in the specific context of particular aspects under the Building Law Act. The Court relied upon an unfounded conclusion that building law provisions granting legal force to the ISO standard are binding upon the parties to a residential unit sales contract, and that the introduction to this contract of a different definition constitutes an unlawful act to the detriment of the buyer. Finally, in order to avoid the declaration of the contract as void (also detrimental to the buyer), the Court – in disregard of Art. 3851 § 1 of the Civil Code, of the legal writing and of the relevant decisions of the CJEU – replaced the basic element of the contractual price calculation with a value resulting from the provisions of administrative law not applicable to the parties’ relationship. The above explanations are important, taking into account that the development market practice makes use of contracts based on a similar construction of the sales price, while the commented faulty decision may bring about an effect undermining the stability of contractual relationships.