Polish law increasingly recognizes the validity of contracts formed via online chat, but understanding the legal requirements is crucial for businesses and consumers.
What is a Declaration of Intent?
According to Article 60 of the Polish Civil Code of April 23, 1964, a declaration of intent is a statement by which a party expresses their will to enter into a legal relationship.
This provision establishes three key principles regarding declarations of intent:
Key Principles of Declaration of Intent
Firstly, there is freedom of form – a declaration of intent can be made in any form unless the law specifies a particular requirement (e.g., written form, notarial deed). This means declarations can be made in writing, orally, electronically, or through implied actions.
Secondly, implied expression of intent is permissible. Intent can be expressed through any behavior that sufficiently reveals it, not just verbally or in writing, but also through implied actions.
Thirdly, electronic form is permissible. Article 60 of the Civil Code explicitly confirms that a declaration of intent can also be made in electronic form and signed with a qualified electronic signature.
How Can a Declaration of Intent Be Made?
In principle, a declaration of intent can be made in any form, but the legal consequences depend on whether the requirements of the form prescribed by law or agreed upon by the parties are met.
Forms of Legal Acts
The use of electronic forms significantly simplifies legal transactions, especially in business relationships, while maintaining the full legal effectiveness of the act.
Can an Agreement Be Concluded Online?
The answer is yes! Current Polish civil law does not generally make the validity of a contract dependent on adhering to a specific form, meaning it is also permissible to conclude an agreement using electronic communication tools.
An agreement concluded over the Internet is fully permissible and, in principle, as binding as an agreement concluded in traditional form. This stems from the principle of freedom of form of declaration of intent, as outlined in Article 60 of the Civil Code, which states that intent can be expressed through any behavior sufficiently revealing the will, including electronic form.
Binding Agreements via Messenger, WhatsApp, and Instagram?
In practice, agreements are increasingly concluded via messaging apps like Messenger, WhatsApp, and Instagram, where parties confirm terms of cooperation, accept offers, or agree on key transaction elements in a series of messages. From a legal perspective, such arrangements can lead to a valid contract.
The decisive factor is not the form of communication, but whether a mutual expression of intent has occurred. If the conversation clearly shows that the parties have reached an agreement on the essential elements, a contract is considered to have been concluded, even if it occurred solely in messages on a messenger app.
Therefore, a response such as “OK,” “agreed,” or “let’s do it” – if it constitutes acceptance of a specific offer – can be treated as acceptance, thereby creating a binding obligation.
Important Considerations
While online agreements are standard in business, their effectiveness depends on the nature of the legal act and adherence to the required form in each case.
Is an “OK” Response on Messenger a Valid Contract?
Legal scholars indicate that even a concise response in an online communicator can lead to a valid contract, as long as, in the context of the entire communication, it leaves no doubt about the intention to conclude it.
What Conditions Must Be Met for an Online Agreement to Be Valid?
For an online agreement to be effective, it is crucial that the parties have reached a mutual expression of intent and that the terms and authorship of the agreement can be established.
It’s important to remember that not every agreement can be concluded in any form. If the law requires a specific form (e.g., a notarial deed or written form), a simple exchange of electronic messages may not be sufficient for a valid contract. For example, the sale of real estate requires a notarial deed, and arrangements made solely by email or messenger will not transfer ownership and will be legally ineffective.
Telephone Agreements: Does a Conversation Without a Signature Have Legal Force?
Often, parties agree on the terms of cooperation during a telephone conversation – they determine the price, scope of services, and completion date, then consider these arrangements binding. Is a telephone agreement legally binding?
The well-known principle of freedom of contract, expressed in Article 353¹ of the Civil Code, applies: parties can shape the legal relationship according to their own discretion, as long as its content or purpose does not conflict with the law, the nature of the relationship, or the principles of social coexistence. This includes freedom in choosing the form of the contract, meaning that, in principle, an oral agreement is permissible.
An oral agreement is generally valid and binding, and its effectiveness stems from the principle of freedom of contract. However, provisions requiring a specific form of the legal act impose limitations. The absence of a written agreement does not preclude the possibility of an obligation arising if the parties have reached an agreement on its essential elements. A telephone agreement is essentially an oral agreement and, in principle, has full legal effect, as long as it meets the general conditions for concluding a contract and a specific form has not been stipulated.
Key Takeaways: Is an Online Agreement Valid?
Both arrangements made via Messenger and telephone conversations can be binding on the client if they meet the conditions for a valid declaration of intent, meaning the parties have reached an agreement on the essential elements of the contract, and their will has been clearly expressed. A written form is generally not required for a contract to be valid, but exceptions exist where the law requires a specific form (e.g., a notarial deed or written form with a penalty of nullity). In other cases, arrangements made during a telephone conversation or in messages can effectively lead to a binding obligation, so they should be treated with the same caution as traditional written contracts.
FAQ – Frequently Asked Questions
Yes, an agreement concluded via Messenger is generally binding. Most legal acts in Polish law do not require a written form, and the exchange of text messages meets the requirements of documentary form. If the parties have agreed on the essential terms (e.g., subject of the order and price), the contract is concluded when the offer is accepted in the chat.
Yes, an SMS message is recognized as a documentary form – similar to emails or communicators, the content of the SMS allows for establishing the person making the declaration of intent and reviewing its content, which is sufficient to create a binding obligation.
Yes, screenshots are undoubtedly evidence from “another information carrier” and are widely accepted by courts in civil and commercial cases. They allow demonstrating that a declaration of intent was made, as long as their authenticity is not in doubt and allows for identifying the parties.
You cannot effectively conclude contracts for which the law provides a penalty of nullity in a specific form via telephone or Messenger. These include, among others:
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