Publication date: April 14, 2026

Concluding international trade agreements is becoming increasingly easier and risk-free. International trade underpins the global economy more than ever before, due to globalization and the increasing unification of legal provisions governing this matter, along with the expansion of international agreements and intergovernmental cooperation. However, international law does not always address the needs of complex relationships between entities from different countries, which leads to a lack of certainty and predictability in legal transactions. To stabilize international contractual relations, efforts are being made to standardize private law at the international level and adapt state regulations to the needs of cross-border trade. This task is becoming increasingly easier due to the rapid development of new technologies and the digitization of organizational centers. Organizations such as the Hague Conference on Private International Law are engaged in the unification of private law.

1. INTERNATIONAL ORGANIZATIONS WORKING FOR THE DEVELOPMENT OF INTERNATIONAL PRIVATE LAW

The Hague Conference on Private International Law (HCCH) is an international organization based in The Hague. The HCCH’s goal is to unify the rules of private international law and adapt it to a dynamically changing reality. The organization’s activities are characterized by flexibility and timelessness, ensuring that solutions adopted in earlier years remain relevant and relevant, even within the framework of domestic regulations. The organization has 92 members, 91 states (including Poland) and the European Union, which joined as a separate entity on March 3, 2007. This innovative, multi-level approach to integration improves cooperation in international law. The organization strives for integration not only in Europe and North America but also in other parts of the world. The opening of the Regional Office for Asia and the Pacific (HKPPM ) in Hong Kong in 2012 opened up opportunities for cooperation among local countries, allowing the organization to expand its global reach. There is a lively debate on the adequacy of various instruments for the unification of international private law, their form, rank, and scope.

HCCH collaborates with UNCITRAL (United Nations Commission on International Trade Law) and UNIDROIT (The International Institute for the Unification of Private Law). They are called the “three sisters of private international law” because they collaborate dynamically to promote and unify private law worldwide. UNCITRAL, the UN Commission on International Trade Law, is the main axis of harmonization and unification in this field, and its members come from various geographic regions, representing different approaches to economics and legislation. UNIDROIT is an international governmental organization striving to unify private law, particularly customary law, in international trade. The Ministry of Development and Technology of the Republic of Poland is responsible for coordinating cooperation and liaising with these organizations. All three conduct organized activities for the development of private international law in various forms. They publish guides informing about the solutions they have jointly developed, as the instruments issued by these three entities are interoperable and complementary. Organizations promote their uniform interpretation and complementary application.

2. RULES REGARDING THE CHOICE OF LAW APPLICABLE TO INTERNATIONAL TRADE AGREEMENTS

On March 19, 2015, the HCCH approved the Principles on the Choice of Law in International Trade Agreements. This is a soft -law act, the first of its kind issued by this organization – it is not a normative act and is not binding on the organization’s members. These are recommendations that can be used by national and EU legislators in the legislative process regarding the possibility of choosing applicable law. The recommendations can serve as a model for national, regional, supranational, and international instruments. The organization strives to make regulations in this area binding, but currently focuses on creating conditions and suggesting to member states that they gradually amend their own laws. Arbitration courts may be guided by the recommendations, particularly if domestic law does not provide appropriate solutions for a specific type of situation, yet provides for the institution of choice of applicable law. Arbitration institutions in countries such as Thailand and Indonesia already refer to the HCCH principles in their work, strengthening the ability of parties to international trade agreements to choose applicable law. In Paraguay and Uruguay, these principles have influenced official legislative work on reforming international contract law. From 2015 to 2021, 16 institutions from four continents have incorporated the principles into their internal regulations or promoted them in other ways. This supports the principles of freedom of contract and party autonomy. The Permanent Bureau, the main body of the HCCH, which serves as a multinational secretariat, has invited nine organizations involved in the harmonization of international private law to collaborate with them to promote their principles and support these entities. The HCCH recommendations reflect global trends.

2.1. DOCUMENT CONTENT

The Act applies to situations in which the parties enter into an international contract, where each party is engaged in commercial or professional activity and wishes to conclude the contract under foreign law, other than the automatic provisions of general law. The chosen law governs all matters relating to the contract, in particular its interpretation, the rights and obligations arising therefrom, its validity and the consequences of invalidity (the document contains a non-exhaustive list of these elements). It does not apply to consumer or employment contracts, which protects consumers and employees due to the disparity in the parties’ positions. An international contract is defined there as a contract whose parties do not have their registered offices in the same country and all their relations are not connected with that single country. The Act includes a list of exclusions for matters such as the capacity of natural persons, bankruptcy, partnerships, other collective organizations, and trusts. This means that in the context of M&A, the rules do not apply to agreements concerning the internal organization of a company, for example, those establishing the rights and obligations of shareholders or management. However, in contracts beyond this scope, between a company and third parties, the law chosen by the parties need not be in any way related to them or the relationship between them; the choice may apply to the entire contract or only part of it. The choice of law must be made expressly or clearly indicated by the provisions of the contract and the circumstances to minimize the need for interpretation. Therefore, the choice of law applicable to the main contract does not automatically apply to ancillary contracts, such as a surety agreement, and when making a surety agreement, the choice must also be clearly stated if it is intended. A choice of law clause does not require a specific form to be valid; the choice can be made or changed at any time, and this does not affect the validity of the contract in terms of form. The validity of the choice of foreign law is assessed based on the chosen law. The invalidity of the contract cannot be the sole basis for challenging the choice of applicable law. A court may disapply a provision of foreign law when it clearly contradicts fundamental principles of public policy in the country where it adjudicates. These principles aim to unify the law, which will result in greater predictability and, therefore, legal certainty. International trade is impossible without this stability, as legal relationships extending beyond national borders are characterized by less predictability and increased risk. Therefore, an appropriate regulatory framework is needed, within which entities can operate with confidence and freedom, while at the same time being subject to reasonable constraints.

2.2. CHOICE OF APPLICABLE LAW AND CHOICE OF FORUM

Choosing the jurisdiction of a specific court is not the same as choosing the applicable law; this is a separate issue, regulated by the Hague Convention of 30 June 2005 on Choice of Court Agreements. Generally, choosing a court does not prejudge the choice of applicable law, but by designating a court located outside Poland, we also agree to it applying the procedural law in force in the country where it adjudicates. The choice of law applicable to the contract determines the choice of substantive law that will govern the very nature of the legal relationship. Therefore, when including the above clauses in the contract, the choice must be made precisely, clearly, and unambiguously to avoid any room for interpretation, as these are two separate issues. If we only seek to exclude the jurisdiction of Polish courts, while maintaining the Polish legal system as the basis for our relationship, we must make this clear. The German Federal Court of Justice, in its judgment of 16 September 2015 (VIII ZR 17/15), interpreted the factual circumstances in this type of case and found that the parties, by choosing the competent court, also implicitly chose the law applicable to the contract.

3. OTHER INTERNATIONAL REGULATIONS

The leading international regulations on the choice of applicable law are the EU regulations: the Regulation of 17 June 2008 on the law applicable to contractual obligations, known as Rome I, and the Regulation of 11 July 2007 on the law applicable to non-contractual obligations, known as Rome II. The territorial scope of these regulations is crucial – these are European Union normative acts, applicable only in relations between its Member States, unlike the global scope of the rules developed by the HCCH. However, these are binding acts, directly implemented into the internal legal systems of EU countries, so their effectiveness is greater. The most relevant regulation on this topic is the first one, concerning contractual obligations – Rome I. The choice of law under this regulation primarily concerns the interpretation of the contract and the consequences of non-performance. The act also provides conflict-of-law rules applicable in the event of the parties’ failure to choose the applicable law – these rules are specifically defined for contracts for the sale of goods, contracts for the provision of services, contracts concerning real estate rights or the right to use real estate, franchise agreements, and distribution agreements. The regulation also defines its scope of application, which is similar to that defined in the HCCH principles; for example, matters relating to company law, arbitration agreements, and agreements on the selection of court are excluded. The regulation also governs the choice of applicable law in consumer and employment contracts, unlike the Hague principles. As in these cases, the freedom to choose foreign law is also provided for, but this choice must be express and unambiguous. Similar restrictions apply as in the HCCH document, as a purely domestic contract cannot be concluded with the choice of foreign law as the applicable law. The choice of law can occur before or after the conclusion of the contract, and for all or part of it. The regulation clearly drew considerable inspiration from the principles issued by the HCCH, yet they are significantly more general and universal. The instruments drafted by this organization are characterized by flexibility, allowing for their application in countries outside the European legal culture.

In the context of commercial relations with entities outside the European Union, the above-mentioned regulations do not apply, as they apply only to relations between Member States. In such cases, bilateral agreements between Poland and the country where the counterparty has its permanent residence or registered office should be consulted. If no agreement exists regulating this matter, Polish regulations should be relied upon.

4. POLISH REGULATIONS ON THE CHOICE OF APPLICABLE LAW

The core of Polish regulations enabling the choice of law applicable to international contracts is Article 353 § 1 of the Civil Code, which provides for freedom of contract. This is a fundamental principle of contract law, allowing for the free shaping of civil law relationships – taking into account the nature of the concluded relationship, the principles of social coexistence, and applicable law. Article 1105 of the Civil Procedure Code, on the other hand, allows for the choice of court jurisdiction, which is a separate issue. It is not possible to change the court jurisdiction for cases falling within the exclusive jurisdiction of Polish courts, in the field of labor law, concluded by a Polish consumer (unless it concerns the consumer themselves), or arising from an insurance relationship. A provision changing the court jurisdiction only for a claim brought by one party (other than the consumer) is ineffective.

The possibility of choosing the applicable law is established in the Private International Law Act. Article 4 regulates this issue in a manner very similar to the EU regulation and the principles developed by the HCCH, but in a much narrower scope. The choice of law should be clear and unambiguous and can be made after the legal relationship has been established. The legal capacity of a party to a contract is governed by its national law; in the case of a legal person, it is governed by the law of the country in which it is headquartered. The form and the very fact of performing or not performing a legal act are assessed in light of the applicable law chosen in the contract or by operation of law. Therefore, Polish law explicitly provides for the possibility of choosing a law other than the law itself governing the contract. For this reason, the application of the Hague principles is possible in situations not expressly provided for in Polish law. The principles can serve as a guide and interpretative rules, expanding the application of the law established by Article 4 of the Private International Law Act. Together with EU regulations, these provisions create a comprehensive instrument enabling the shaping of legal relations in terms of the choice of applicable law in a well-thought-out and safe manner, eliminating legal uncertainty and smoothing the flow of international trade.

Artykuł The rules regarding the choice of law applicable to international trade agreements pochodzi z serwisu KIELTYKA GLADKOWSKI LEGAL | CROSS BORDER POLISH LAW FIRM RANKED IN THE LEGAL 500 EMEA SINCE 2019.

Regulation of concluding a sales contract by auction according to the Civil Code

Pursuant to Article 70¹ of the Polish Civil Code, a contract – including a sales contract – may be concluded through an auction or a tender. These two distinct contract-formation methods are distinguished by their specific characteristics, which include the multilateral and eliminatory nature of the procedure. Both procedures allow for the conclusion of a contract with the participant offering the most favorable terms from among many potential contractors, on equal terms and in compliance with the principles of free competition.

An auction is a process of concluding a contract through bidding, with participants submitting increasingly favorable offers throughout the auction. The process consists of three stages and includes:

1. auction announcement,
2. submitting offers (in the form of an auction),
3. selection of the offer by confirmation.

Due to the relatively binding nature of regulations, organizers often tailor the auction or tender process to their own needs and the specific nature of their business. This is achieved by establishing detailed rules in terms and conditions or regulations, which often deviate from code regulations – this is particularly true for online auctions.

The auction announcement must specify the time, place, and subject of the auction, as well as specify its terms and conditions or the method of making them available to participants. In practice, this means that the detailed rules of a given auction are most often specified in the regulations, rather than directly in the provisions of the Civil Code.

Pursuant to Article 70 ^{§ 2} of the Civil Code, an auction is conducted by submitting an offer to the organizer to conclude a contract, the content of which is determined by the provisions of the announcement, the auction terms, and the organizer’s own price declaration. Submitting an offer creates a binding offer within the meaning of Article 66 § 2 of the Civil Code, meaning that the organizer may accept it, leading to the conclusion of a contract.

A bid submitted during an auction ceases to be binding if another participant offers more favorable terms, unless the rules provide otherwise. The contract is concluded upon the acceptance of the bid, which occurs after three calls for further bids, when no other participant submits a higher bid.

As can be seen, the provisions of the Civil Code do not regulate the issue of establishing limits when concluding a contract through an auction procedure, and the commentaries to the provisions in question also do not contain any mention of this topic. In practice, the issue of setting limits will be regulated in the regulations and auction announcements and the conditions of specific auctions established there, and their provisions need to be analyzed.

The issue of setting limits on the ONE.BID website.

Referring to the regulations of the ONE.BID website, which allows auction houses to list their items and conduct online auctions, it is necessary to first explain several terms defined in the “glossary” of the regulations:

• Auction – a public sale of an Object organised by the Auction House in the form of an Auction, in which the buyer is the person who offers the highest price;
• Purchase Price – the final amount the buyer is obligated to pay for the Lot. This consists of the bid amount, the auction fee, and any additional fees specified by the Auction House;
• Starting Price – the amount at which the Bidding starts;
• Auction House – an entrepreneur cooperating with the Operator, usually engaged in trading in antiques, works of art or other collectibles, offering Objects for sale via the Website;
• Bidding – a procedure leading to the conclusion of a Sales Agreement initiated by the Auction House, in which the User declares the price at which they are willing to purchase the Auction Item. Bidding typically proceeds “upward” through Bidding. The User may submit subsequent Bids only if the current Bid and the sum of previous winning and winning Automatic Bids is less than or equal to the Spending Credit.
• Automatic Bidding – the process of automatic Bidding by the Website on behalf of the User, consisting in submitting subsequent Bids up to the amount indicated for a given Item by the User;
• Limit – an Automatic Bidding order for a given Object placed by the User and handled on his behalf by the Operator, up to the indicated amount;
•  Object – an item offered for sale by the Auction House via the Website or put up for Auction;
• Offer Automatic – the User’s order for Automatic Bidding of a given Lot before the start of the Auction or during the live bidding up to the amount indicated by the User;
• Operator – a limited liability company managing the ONE.BID Website;
• Bid Increase – submission of a bid by the User during the live Auction for a specified amount, which is the next permissible increment of the current price of the auctioned Item;
• Bidding Increment – the amount by which the price of the Object changes during the Auction;
• Auction Regulations – the regulations of the Auction House specifying the rules for conducting and participating in the Auction, the conditions for concluding Sales Agreements and the delivery of purchased Objects;
• User – a natural person, legal person or organizational unit without legal personality who reads the content presented on the Website or uses the services offered on the Website under the terms set out in the Regulations and applicable legal provisions;

These definitions are essential to understanding the specific regulations governing auctions conducted on ONE.BID. Importantly, the site’s terms and conditions must be followed in all auctions conducted using the site.

Items offered in the Auction are offered for sale by the Auction House. The Operator is not a party to these Auctions; it merely provides the technical means to enable Users to participate in the Auction and Bidding in real time via the Internet, together with other people gathered in the Auction House’s auction room. (§ 11. Point 2) Participation in the Auction is conditioned upon registration via the Website and acceptance of the Auction Rules. The Auction Rules are available on the registration form for each Auction.

Bidding begins at the Starting Price. The Auctioneer may enter subsequent bid increments according to the Auction House’s bidding table. Depending on the course of the Auction, the Auctioneer may, in accordance with the Auction Rules, decide on a different bid increment at his or her discretion (§ 11. Point 5).

Establishing a limit is covered by § 12, point 5, according to which a User who cannot personally participate in the Auction may – if permitted by the Auction Rules – place bidding orders with a Limit. At this point, an analysis should be conducted and the relationship between the concepts of “Limit,” “Automatic Bidding,” and “Automatic Bid.”

“Automatic Bidding” refers to an automated process in which the IT system participates in the auction on behalf of the bidder and submits successive bids up to the amount specified for a given item. This limit is the set limit, which constitutes the Automatic Bidding order. A bidder’s order to conduct the Automatic Bidding system up to the amount specified in the limit is called an “Automatic Bid.” It’s important to note that during the Automatic Bidding process, the system submits successive bids —this means that the system “outbids” other Auction participants’ bids according to the increment table specified by the organizer, until the limit is exceeded.

It’s also worth paying attention to the information found in the “Help Center” tab on the ONE.BID website. This section explains the terms and conditions in an accessible way for the website user, and they cannot be inconsistent with the terms and conditions. When asked, “What’s the difference between a limit and an offer?” the website answers that: With both a limit and a bid (Bid Now), the machine won’t immediately use the maximum bid you specify. It will bid on your behalf to win at the lowest possible price, and you’ll pay that amount if you win.

Similar regulations can be found in the regulations of other websites and auction houses – an example is the regulations of the Sopot Auction House created for the purposes of the “Varia Auction” of July 3, 2021. The following fragments of Part III (2) (A) of the regulations will be of significant importance:

• “For the convenience of Bidders unable to attend the Auction in person, the Auction House will process written limit bidding orders and telephone bidding orders. In such cases, Bidders who are absent should complete a “bidding order” form, which can be found in the Catalog, on the Auction House website, or obtained in the Auction House galleries.”
• If a Bidder decides to place a limit bid, he or she indicates the items to be bid on his or her behalf along with the maximum bid amount.
• The Auction House will make every effort to ensure that the Bidder purchases the selected Item at the lowest possible price, but not lower than the Guarantee Price (the minimum price for which the auctioned Item can be sold).
• After registering for the Online Auction, the Bidder may also leave a limit bidding order without having to complete a written “bidding order” form.

Considering the above regulations, it should be stated that a limit represents the maximum amount a bidder is willing to spend on a given item. In the case of online auctions on ONE.BID, the system makes subsequent bids until the limit is reached or the most advantageous offer is reached. However, does this mean that if a bidder who has set a limit bids higher, the organizer has the right to consider this as an increment of the maximum established limit?

Analysis of the auction of Władysław Reymont’s historical novel “The Year 1794. Insurrection.” [first edition 1918 with autograph and dedication].

The auction in question featured the first edition of Władysław Reymont’s novel “1794. Insurrection.” The auction took place on October 19, 2025. The starting price was PLN 2,200. One auction participant agreed with the organizer that his bid limit was PLN 4,800. After the auction began, a bid was raised to PLN 2,400 – according to the increment table, in the PLN 2,000-5,000 range, increments of PLN 200. The bidder with the established limit then placed another bid, and a knockdown occurred. According to the increment table, the bid amount should have been PLN 2,600, but the auction ended at PLN 4,800 (the limit set by the winning bidder).

Pursuant to the aforementioned § 12, point 5 of the ONE.BID website regulations, the Auctioneer may enter subsequent Bid Increments according to the Auction House’s increment table. Depending on the course of the Auction, the Auctioneer may, in accordance with the Auction Regulations, decide on a different increment at their own discretion.

The Auction Rules do not include a provision allowing the Auctioneer to place bids at a different rate than specified in the Bid Increments Table. The Rules, in Section 5, allow bidders to place bid limits – however, this applies to written orders. If a bidder wishes to set a limit for a given item in an Auction they are participating in via the ONE.BID service, they must complete a dedicated field next to the item.

This is where the concept of automatic bidding comes in, which, as we know from the analysis of the regulations, means that the system will automatically place subsequent raises (in the amount specified in the increment table) until a certain limit is reached.

In such a case, if the next Raise is made by a person with an established limit, it shall be analysed if the organizer has the right to consider his statement as an offer made at the maximum limit amount. The following rules should be taken into account:

– The Organizer has not reserved in the Auction Rules the possibility of making bid increments at a different amount than specified in the table of increments.

– The Auction Rules do not contain a provision according to which a person who has set a limit by making a raise is deemed to have placed a bid at the maximum limit.

The establishment of a limit in an online auction is a declaration of will within the meaning of Article 60 of the Civil Code and is subject to interpretation in the light of Article 65 § 1 of the Civil Code. According to this provision, a declaration of will should be interpreted in a way that is required by the circumstances. The circumstances in which it was submitted, the principles of social coexistence, and established customs. Considering the circumstances of online auctions and the fact that users accept the ONE.BID website’s regulations, which provide clear rules for establishing limits, it should be concluded that this declaration of intent should be interpreted taking into account the provisions of the regulations in question – by submitting a declaration of intent to establish a limit, the user intends to produce the legal consequences that result from it. Therefore, any other interpretation of this specific declaration of intent would be inconsistent with the fundamental principles of the Civil Code. Established customs among shareholders indicate the significance of the “limit” institution and the legal consequences it produces (as evidenced by a similar regulation on this matter in the regulations of the Sopot Auction House).

Artykuł Can an online auctioneer charge the maximum amount set by a bidder if the amount of the item being bid is less than the last bid? pochodzi z serwisu KIELTYKA GLADKOWSKI LEGAL | CROSS BORDER POLISH LAW FIRM RANKED IN THE LEGAL 500 EMEA SINCE 2019.