Obligation to cooperate in the performance of the contract – the key to a successful business relationship

3 min.

In a legal context, cooperation when performing a contract plays an extremely important role in the relationship between the contractual parties. The Polish legal system, based on the provisions of the Civil Code, in particular its Article 354, accentuates the importance of this principle. This article introduces the obligation of the parties to a contract – both the debtor and the creditor – to cooperate with each other, which is fundamental for the effective performance of obligations and the maintenance of trust in their economic relations.

Cooperation requirement and socio-economic objectives

Article 354 § 1 of the Civil Code makes it clear that the debtor is required to perform a contractual obligation in accordance with its content and in a manner that corresponds to its social and economic purpose. This means that the debtor’s actions should aim to achieve the purpose for which the obligation was established, taking into account generally accepted social norms and established customs.

The creditor’s role in the process of cooperation

Similarly important is the obligation imposed on the creditor under Article 354 § 2 of the Civil Code, requiring it to act in such a way as to enable the debtor to perform its obligations effectively. This compels the creditor to avoid actions that would prevent or significantly hinder the debtor from fulfilling its obligations.

Practical aspects of cooperation

In practice, cooperation in the performance of a contract involves a wide range of actions and attitudes that are intended to facilitate the performance of the contract. This includes the sharing of information, documents or support in problematic or unforeseen situations. Such actions not only promote the efficiency of the transaction, but also build and maintain trust between the parties, which is invaluable for long-term business relationships.

Consequences of non-cooperation

A failure to cooperate can lead to a variety of negative consequences, including liability for damages on the part of one of the parties, or even judicial intervention to determine the appropriate courses of action as required by law. Therefore, compliance with the principle of co-operation is not only a legal obligation, but also a key element for the smooth performance of contracts.

Obligation to cooperate – case law

The public procurement regulations, introduced in Article 431 of the new Public Procurement Law, require both the contracting authority and the contractor to co-operate towards the proper performance of the contract. The principle of co-operation is intended to strengthen the process of performing public contracts by requiring the contractual parties – both the contracting authority and the contractor – to co-operate with each other, to keep each other informed about the progress of the contract, to report any doubts and problems, and to react and make decisions necessary for the proper performance of the obligation in a timely manner.

In addition, legal practice and case law emphasise the need for loyalty and fair dealing between the contractual parties. The Supreme Court, in judgments IV CSK 297/14 and I CSK 765/17, pointed out that both the debtor and the creditor are required to cooperate in a manner that does not complicate, impede or hinder the performance of the obligation. Actions that may violate this duty, such as deliberately obstructing contact or delaying the final acceptance of work, may be assessed as contrary to the principles of social interaction and to the law.

The importance of the obligation of co-operation is therefore crucial from both a legal and a practical contractual perspective. Developments in legislation and case law in this area point to a move towards greater efficiency and fairness in the performance of contracts, which is crucial for building trust and long-term business relationships.

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Attorney trainee in Poland
Michał Sobolewskii
Attorney at law
ECOVIS Legal Poland
+48 22 400 45 85

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This article is part of the Newsletter No. 2 | 2024.