The changes adopted in the recent amendment to the Civil Code, concerning the rules of limitation of claims, are, according to the legislator, intended to positively influence the stabilization of the relationship between the creditor and the debtor and to strengthen the position of the weaker party to the contract.
Statute of limitations for claims and conciliation attempts
The amendment, however, may also introduce a significant change to the previously adopted tactics for recovering debts from contractors who have lost financial liquidity. The changes relate to the rules for calculating the limitation period for claims. The list of cases in which the limitation period is suspended has been expanded to include claims covered by:
- mediation agreement – for the duration of the mediation,
- a request for a summons to an attempt at conciliation – for the duration of the conciliation proceedings.
The change essentially means that after completing the steps aimed at voluntarily resolving the dispute, the statute of limitations continues to run. At this time, the interruption of the statute of limitations still applies in these cases. This is a significant difference, as the statute of limitations begins again after interruption (e.g., a new 3-year statute of limitations), whereas in the case of suspension, the statute of limitations continues to run (e.g., 2 years before the request for settlement and 1 year after the conclusion of the settlement). This may, for example, require the expedited filing of a lawsuit to avoid losing the right to assert one's rights.
Currently, the institution of a summons to a settlement is frequently used, for example, at the last moment before the statute of limitations expires. This allows for an extension of the time needed to exhaust out-of-court dispute resolution options. The adopted amendment is intended to be justified by the need to shorten the period of uncertainty for the debtor regarding the future of the claim and to stabilize legal relations. Preventing the statute of limitations by the creditor through relatively simple actions currently leads to the defeat of the purpose of the statute of limitations and a flagrant extension of the statute of limitations period.
Furthermore, disputes regarding the outcome of subsequent calls for settlement or subsequent initiation of mediation are to be eliminated. The purpose of these institutions is not to interrupt the statute of limitations per se, but to make a genuine attempt to resolve the dispute.
Exploitation
Another aspect affected by the amendment concerns the institution of so-called exploitation. Exploitation occurs when one party, taking advantage of the other party's forced position, incompetence, inexperience, or lack of sufficient understanding of the subject matter of the contract, accepts or reserves for itself or a third party a benefit in exchange for its own performance, the value of which, at the time of conclusion of the contract, grossly exceeds the value of its own performance. In such a situation, the exploited party may, at its discretion, demand a reduction of its performance, an increase of the performance due to it, or the invalidation of the contract.
The weaker party's rights are thus expanded, allowing them to more freely decide on the fate of the contract and their position in the existing legal relationship. The last resort remains the possibility of terminating the contract, but they will be able to choose between reducing their own performance (e.g., by reducing the price) or increasing the other party's performance (e.g., by increasing the quantity of products delivered).
A presumption is also introduced that a benefit that exceeds the value of the mutual benefit by at least twice the amount is a grossly higher benefit, which in particularly glaring cases will make it easier to prove the existence of a state of exploitation.
Claims for exploitation will be subject to a limitation period of three years from the date of conclusion of the contract, or six years if the contracting party is a consumer. The current limitation period is two years.
The regulations enter into force on 30 June 2022.
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