Transformacje Prawa Prywatnego

Klauzula rebus sic stantibus - ekonomicznoprawne ujęcie rozumienia nadzwyczajnej zmiany stosunków w obliczu przemian społeczno-gospodarczych po 2020 r.

Zuzanna Kłusek — 2025-03-28

Events such as the SARS-Cov-2 pandemic, persistently rising inflation and wars are reflected not only in social and political life, but also in economic transactions. This complicates the prediction of the effects of contracts and fulfilling them often negatively impacts at least one party involved. This research aims to determine whether instruments like the rebus sic stantibus clause, outlined in Article 357(1) of the Civil Code, can effectively mitigate the adverse effects of contracts. The analysis will be conducted through the lens of Law & Economics, with a focus on the practical application of Article 357(1) in Polish jurisprudence. In the first part of the article, certain general assumptions and theses stemming from Law & Economic are examined. Of particular importance to the discussion is economic efficiency in the Pareto sense, which is closely linked to the bargaining model. This section concludes with an explanation, based on the bargaining model, of the requirements posed by economic analysis of law regarding obligations law, including the existence of the clausula rebus sic stantibus. The second part of the article conducts a dogmatic analysis of Article 357(1) of the Civil Code using tools from Law & Economics. This section also covers the general assumptions of the rebus sic stantibus clause and predictions regarding its application presented by representatives of legal sciences at the onset of the pandemic. Special attention is given to post-2020 jurisprudence related to the rebus sic stantibus clause. To structure the discussion, the article will be divided into four parts: inflation, currency fluctuations, the pandemic, and Article 357(1) as a procedural demurrer. The discussion will also include the history of the rebus sic stantibus clause in the Polish legal system. The article will also explore alternative solutions that can substitute for the rebus sic stantibus clause. This paper aims to formulate preliminary conclusions about the understanding of extraordinary changes in circumstances after 2020 and assess whether the solutions currently adopted by courts are economically effective.

Jednoosobowa spółka partnerska przez okres roku? Skutki wypowiedzenia umowy spółki partnerskiej w kontekście regulacji art. 98 § 2 k.s.h.

Dominika Mróz-Krysta — 2025-03-28

This paper examines the legal implications of the termination (withdrawal) of a limited liability partnership (professional partnership) agreement by all partners except one. The central question is whether, in such a scenario, the partnership should be dissolved and liquidated pursuant to Articles 64-66 of the Code of Commercial Companies, or whether it should continue as a one-person limited liability partnership under Article 98 § 2 of the Code of Commercial Companies for a transitional period of one year. The authors critically analyze the ratio legis of Article 98 § 2 and its legal consequences. They challenge the rationale for its existence and explore both theoretical and practical issues arising from its incorporation into the Code of Commercial Companies.

Konstrukcja zrzeczenia się praw autorskich w polskim porządku prawnym

Arseni Radkevich — 2025-03-28

Some time ago, the academic community of Western research centres began examining the possibility of the definitive relinquishment of copyrights (both economic and moral rights) by virtue of the author's will, which led to WIPO reports adopting a comparative approach to this issue. The Polish doctrine has paid relatively little attention to the subject of copyright relinquishment, effectively marginalising the issue; hence the need for this study. This article briefly outlines the concept of copyright relinquishment, which allows an author to voluntarily relinquish the copyright to their own work, thereby placing it in the public domain and making it non-appropriable. The article then examines various solutions in foreign legal systems, either directly referencing this concept (e.g., Colombia, Chile, Kenya) or implementing it to varying degrees (e.g., France, India, Norway, Luxembourg, the USA, and the United Kingdom). Within the Polish legal system, the possibility of copyright relinquishment is first analysed in the framework of private law, specifically dispositive and unilateral legal acts. Additionally, conclusions are drawn by analogy to property law - specifically the concept of dereliction (Article 181 of the Civil Code). The main part of the article, however, focuses on analysing the normative framework - particularly Articles 16 and 17 of the Copyright and Related Rights Act - and doctrinal perspectives on the possibility of relinquishing either economic or moral rights. This analysis leads to the conclusion that, under de lege lata, relinquishing copyright in Poland is not currently possible. The analysis leads the author to conclude that emerging socio-economic needs, which require rethinking and adjusting existing normative solutions, may significantly influence the evolution of legal doctrine. Over time, this may also lead to broader transformations in private law in general and copyright law in particular.

Tokenizacja aktywów na przykładzie akcji - refleksje prawnoporównawcze

Kacper Wosiak — 2025-03-28

The concepts of distributed ledgers and blockchain technology have been a subject of doctrinal discussions in Poland and abroad for several years. Closely related to these technologies is the notion of tokenization, which involves the representation of property rights through entries in distributed ledgers. This concept is gaining increasing traction. Technological innovations are not entirely foreign to the Polish legal system, as demonstrated by Article 3281 § 3 of the Code of Commercial Companies, which allows the shareholders' register to take the form of a dispersed and decentralized database. Consequently, it can be inferred that shares of Polish joint-stock companies may be subject to tokenization. However, the concise nature of this provision has given rise to several uncertainties, as noted by legal scholars. This paper aims to evaluate the framework established in the Code of Commercial Companies, particularly in terms of its ability to provide a robust legal foundation for the effective operation of shares within distributed ledger environments. The paper also includes comparative analyses of the German and Swiss legal systems, which permit the existence of securities in distributed ledgers. Finally, the paper offers de lege lata and de lege ferenda proposals.