When a tenant shopping centre refuses pay rent, citing force majeure, the energy crisis or another external shock, Polish landlords face an urgent commercial and legal problem that rarely resolves itself. The reality is that macro pressures on retail tenants have multiplied in recent years, yet Polish law does not automatically release a tenant from its payment obligation simply because conditions have become harder. This guide sets out, in practical Poland-specific terms, how landlords, asset managers and in-house counsel can protect income, preserve security and enforce lease claims when a tenant stops paying.
It covers the legal framework, the force majeure and hardship doctrines, enforcement routes from notice to eviction, interim relief and the negotiation strategies that preserve long-term asset value.
Who this guide is for: landlords, asset managers, property managers and in-house counsel for shopping centres in Poland facing tenants who refuse to pay rent citing force majeure or the energy crisis. It provides step-by-step, Poland-specific enforcement options, notice mechanics, timelines and negotiation strategies.
Consider a common scenario: an anchor tenant in a regional shopping centre writes to the landlord claiming that a dramatic spike in energy costs, combined with reduced footfall, amounts to force majeure and that rent should be suspended indefinitely. The landlord’s instinct may be to negotiate, but the first priority is to preserve legal and commercial position before anything is conceded.
When a tenant shopping centre refuses pay rent, the recommended immediate triage is straightforward:
Before responding to any tenant who stops paying, landlords need to understand the three overlapping sources of rights and obligations: the contract, the general principles of Polish civil law, and the body of case law interpreting them.
Contractual obligations in Poland, including the duty to pay rent and the remedies for non-performance, are governed by the Polish Civil Code (Kodeks cywilny), the consolidated text of which is published through ISAP, the official legislation repository maintained by the Sejm. The Code addresses performance of obligations, the consequences of non-performance, impossibility of performance and the doctrine of changed circumstances. A lease of commercial premises is a civil-law contract, so the general rules on obligations apply alongside the specific statutory rules on lease (najem) and any provisions agreed by the parties.
The starting point is simple: rent is due on the terms agreed in the lease. A tenant who does not pay is in default unless it can point to a recognised legal ground that genuinely excuses or modifies performance. External economic difficulty, without more, is not such a ground.
Polish courts distinguish carefully between an event that makes performance objectively impossible and one that merely makes it more expensive or less profitable. The Supreme Court of Poland (Sąd Najwyższy) has developed a consistent line of authority on both force majeure (siła wyższa) and changed circumstances, and its judgments are an important guide to how these concepts are applied in practice. The published case law repository on the Supreme Court’s official site is a useful source for leading decisions, and landlords should expect the court to require clear proof of both the event and the causal link to the alleged inability to perform.
Where a lease contains an express force majeure clause, a hardship mechanism or a rent-relief provision, those terms generally operate alongside and, in many respects, ahead of the general statutory principles. The precise drafting, the defined triggering events, the notice requirements, the thresholds and the agreed consequences, will usually determine the outcome, subject always to mandatory provisions of Polish law. This is why, when a tenant shopping centre refuses pay rent, the landlord’s first legal task is to read the lease closely and map the tenant’s claim against what the contract actually says.
This is the question landlords most often ask, and the short answer is that a tenant cannot simply declare force majeure and withhold rent. The doctrine is narrow, the burden sits with the tenant, and payment of money is rarely rendered impossible by external events.
Force majeure in Polish law is understood as an external, extraordinary event that could not be foreseen and whose consequences could not be prevented. To rely on it, the tenant must demonstrate that such an event occurred and that it made performance impossible, not merely difficult or uneconomic. Critically, the obligation to pay rent is a monetary obligation. The energy crisis may raise a tenant’s operating costs and reduce margins, but it does not usually make the physical act of paying money impossible. That distinction is often decisive.
The tenant carries the burden of proving the event, its extraordinary and unforeseeable character, and the causal link between the event and the alleged inability to perform. A general reference to “the energy crisis” or “market conditions” will not meet that standard.
When a tenant asserts force majeure, the landlord should respond in writing and request specific evidence rather than accepting the assertion at face value. Useful material to demand includes:
Requiring this evidence serves two purposes: it tests the strength of the tenant’s claim, and it builds the landlord’s own record for any later proceedings.
Once a tenant shopping centre refuses pay rent on force majeure grounds, the landlord should act methodically. First, issue a formal notice recording the arrears and reserving all rights. Second, demand performance and the supporting evidence described above. Third, decline to treat the obligation as suspended unless and until a valid legal basis is actually established. Fourth, if the tenant’s financial position or conduct creates a risk to recovery, for example, a risk that assets or stock will be removed, consider interim relief to secure the position while the dispute is resolved. Throughout, the landlord should avoid any conduct or correspondence that could be read as an informal agreement to waive or reduce rent.
Where force majeure fails, tenants frequently fall back on the doctrine of changed circumstances. This is a distinct and more flexible concept, but it is still applied with caution by the Polish courts.
The Civil Code recognises that, in exceptional cases, an extraordinary change in circumstances can justify judicial intervention in a contract. Under this doctrine, often referred to by the Latin phrase rebus sic stantibus and reflected in the relevant provisions of the Civil Code, a court may, in principle, modify the parties’ obligations (including the amount of a performance) or even terminate the contract where, owing to an extraordinary change of circumstances, performance would involve excessive difficulty or threaten one party with a gross loss that the parties did not foresee when concluding the contract.
The statutory basis is set out in the Civil Code as published on ISAP, and the Supreme Court’s case law shows that the threshold is high: ordinary market fluctuations and foreseeable cost increases will generally not suffice.
Many well-drafted commercial leases now include express hardship or material-adverse-change clauses that set out an agreed procedure, typically notice, a defined negotiation window and specified thresholds, before any adjustment can be sought. Where such a clause exists, the parties must generally follow the agreed mechanics before resorting to the general statutory doctrine. Where no such clause exists, a tenant seeking relief under rebus sic stantibus must go to court, which is slow, uncertain and expensive for the tenant as well as the landlord.
Even when the legal position favours the landlord, renegotiation is often commercially sensible. A documented amendment keeps a viable tenant in occupation, avoids void periods and preserves the centre’s tenant mix. A short negotiation term-sheet should address:
If negotiation fails or is inappropriate, the landlord moves to enforcement. Polish law gives landlords a structured sequence of remedies, and using them in the right order protects both recovery and the landlord’s legal position.
Enforcement usually begins with a formal written demand for payment. The content of the notice matters: it should identify the lease, specify the sums due and the periods to which they relate, state the contractual and statutory basis for payment, and set a clear deadline for cure. Under the Civil Code, where the landlord intends to terminate a lease for rent arrears, the tenant must first be put in default and generally given an additional period to pay, with a warning that failure to do so may lead to termination. The lease will frequently set out its own threshold and warning mechanics. A notice that does not comply with these requirements can undermine a subsequent termination, so precision is essential.
Where the lease is backed by a cash deposit or a bank guarantee, this is frequently the quickest route to recovery. A bank guarantee can be called if the guarantee instrument permits it and its conditions are met. The landlord should review the exact wording of the guarantee, confirm whether it is payable on first demand, check its validity period, and comply precisely with the documentary and procedural requirements for a valid call. Because guarantees are time-limited, landlords should act well before expiry and preserve proof of the amounts claimed. Calling a guarantee does not usually extinguish the wider debt, any shortfall remains recoverable from the tenant.
Termination may rest on express contractual grounds or on the statutory rules governing leases in the Civil Code. Commercial leases commonly specify the arrears threshold and the warning procedure that must be followed before the landlord can terminate. The statutory framework similarly conditions termination for arrears on the tenant being in default and being given a further period to pay after a formal warning. A landlord who terminates without satisfying these conditions risks the termination being challenged as ineffective, leaving the tenant in occupation and the landlord exposed. For this reason, termination should be documented carefully and, where the position is complex, reviewed before the step is taken.
If a tenant remains in occupation after valid termination, the landlord must pursue eviction through the courts rather than taking matters into its own hands. The route runs from termination, through court proceedings for an order requiring the tenant to vacate and hand back the premises, to enforcement of that order. Timelines vary considerably depending on the court’s caseload, the complexity of the dispute and whether the tenant contests the claim; realistically, the full process can take many months. Costs include court fees, legal costs and enforcement costs. Landlords should budget both time and cost into any enforcement strategy.
Once the landlord holds an enforceable judgment, whether for payment of arrears or for recovery of possession, enforcement is carried out through a court enforcement officer, known in Poland as a komornik sądowy. The komornik can enforce monetary claims against the tenant’s assets and bank accounts and can carry out an order to vacate. The Ministry of Justice publishes information on execution proceedings and the role of enforcement officers. Before and during enforcement, landlords should verify the tenant’s corporate standing and extract current company data from the National Court Register (Krajowy Rejestr Sądowy), accessible through the Ministry of Justice’s online systems, which confirm the entity’s status, representation and whether insolvency or liquidation has been noted.
| Issue | Force majeure | Hardship (rebus sic stantibus) | Contractual rent-relief clause |
|---|---|---|---|
| Typical trigger | Objective impossibility or external obstacle preventing performance | Fundamental change in economic circumstances making performance excessively onerous | Agreed events and procedures set out in the lease |
| Legal basis | Contract wording; general Civil Code principles; case law | Civil Code provisions and case law on changed circumstances | Contract (express terms) |
| Burden of proof | Tenant must demonstrate the event and the causal link | Tenant must show a dramatic, unforeseeable change | Parties follow the clause (notice, negotiation, thresholds) |
| Typical landlord remedy | Demand performance, seek damages, deny excuse if avoidable | Renegotiate, or respond to court relief to adjust or terminate | Follow the remedy steps in the clause |
| Practical landlord response | Verify evidence, issue formal notice, preserve security | Seek interim measures, propose restructuring, litigate if needed | Enforce clause mechanics; call guarantees if permitted |
Where delay threatens recovery, interim measures and an efficient debt-collection process are what separate a theoretical claim from actual money in the landlord’s account.
Polish courts can grant securing measures (zabezpieczenie roszczeń) to protect a claim before or during substantive proceedings, under the Code of Civil Procedure. These can include securing a monetary claim against the tenant’s assets so that funds or property remain available for later enforcement. Where a tenant shopping centre refuses pay rent and there is a genuine risk that the tenant will dissipate assets, an early application for securing measures can make the difference between recovery and an empty judgment.
Beyond asset preservation, landlords may seek measures to secure evidence or to restrain conduct that would prejudice the claim, such as the removal of stock or fixtures. The availability and threshold for such relief depend on the specifics of the case, including whether the claim is sufficiently substantiated (uprawdopodobnione) and whether the applicant has a legitimate interest in obtaining security. Prompt, well-documented applications supported by the lease, payment records and the tenant’s own correspondence are most likely to succeed.
A typical recovery path runs through four stages: a pre-litigation demand that formally sets out the debt and gives a final opportunity to pay; litigation to obtain a judgment where payment is not made; the judgment itself, rendered enforceable (often with an enforcement clause, klauzula wykonalności); and enforcement through the komornik against the tenant’s assets and accounts. Each stage has its own timeline, and contested claims naturally take longer. Checking the tenant’s status via the National Court Register at the outset tells the landlord whether the debtor is solvent and worth pursuing, and whether insolvency or restructuring proceedings might reorder the available remedies.
Enforcement is a tool, not an end in itself. The commercial goal is usually to maximise the value of the centre, and that often means keeping good tenants in occupation rather than forcing out businesses that could recover.
The decision turns on the tenant’s viability and conduct. A fundamentally sound tenant facing a temporary squeeze is usually worth restructuring with, because a void unit, re-letting costs and incentives can easily exceed a short-term concession. A tenant that is insolvent, uncooperative or acting in bad faith is a different case, where swift enforcement protects the landlord and the wider centre. The verified financial picture from the register and the payment history should drive this judgment.
Disputes over whether a tenant shopping centre refuses pay rent legitimately are best prevented at the drafting stage. Future leases should define force majeure precisely and make clear that it does not suspend monetary obligations; include a structured hardship procedure with objective thresholds; require robust, renewable security such as first-demand bank guarantees; and set out clear arrears thresholds and warning procedures for termination, consistent with the Civil Code. Clarity at the outset reduces the scope for opportunistic claims later.
When a tenant shopping centre refuses pay rent in Poland, the law is on the landlord’s side far more often than tenants suggest, but only if the landlord acts correctly and promptly. Force majeure rarely excuses a monetary obligation; the hardship doctrine is narrow and court-controlled; and the lease wording usually governs, subject to mandatory law. The practical checklist is clear: preserve security and call guarantees in time; issue compliant notices and demands; gather and test the tenant’s evidence; use interim measures where recovery is at risk; terminate and pursue eviction correctly where negotiation fails; and verify the tenant’s corporate status before enforcing. Above all, make the commercial decision between restructuring and enforcement deliberately, based on the tenant’s real viability.
Each lease and each dispute turns on its own facts, and tailored legal advice is strongly recommended before taking any irreversible step.
This article was produced by Global Law Experts. For specialist advice on this topic, contact Wojciech Kowalczuk at KK Legal Law Firm, a member of the Global Law Experts network.
posted 13 minutes ago
posted 13 minutes ago
posted 32 minutes ago
posted 2 hours ago
posted 2 hours ago
posted 3 hours ago
posted 3 hours ago
posted 3 hours ago
posted 4 hours ago
posted 4 hours ago
posted 5 hours ago
Find the right Legal Expert for your business
Send welcome message
