On June 26, 2007, two Polish companies, P and I entered into a framework agreement aimed at creating an environment for concluding options contracts on the financial market. On July 11, 2008 the parties entered into an additional agreement securing I’s claims against P.

According to the framework agreement, option contracts were concluded during a telephone conversation and later on I sent to P a confirmation in writing, which P had to send back to I. The lack or resending was treated as a tacit acceptance. P was obligated to pay a premium in case of buying put options and I was obligated to pay one in case of call options. Each party gained certain right (put or call option) according to conditions set forward by the party to ensure the reciprocity of the transaction. The remuneration was meant to be equal and subject to set off. In any other case, a party was obligated to pay the difference.

From August 1, 2007 to October 3, 2008 parties entered into a number of transactions according to the abovementioned conditions. Twelve of them concluded before July 16, 2007 brought PLN 200.000 of income to P. Remaining, amounting to PLN 18.231.734,96 had not been settled.

According to § 48 of the framework agreement, all the disputes arising out of the framework agreement were submitted to arbitration under auspices of the Court of Arbitration at the Polish Bank Union, according to its rules.

P initiated arbitration for establishing that abovementioned transactions for PLN 18.231.734,96 were void. The court dismissed the claim and awarded I’s counterclaim for payment of these sums.

P filed a recourse to set aside the award. On May 10, 2011, the Regional Court dismissed the recourse against the award. The court found that the award did not violate art. 1206 § 1 point 1 in conjunction with art. 1161 § 2, art. 1206 § 1 point 2 and 4 and art. 1206 § 2 point 2 k.p.c. The arbitration agreement did not violate the principle of equality of the parties and was fully effective, P had the full possibility to defend its rights, there was also no violation of the tribunal’s rules and the award was not contrary to the basic principles of the public policy.

The Appellate Court shared this assessment of the case and dismissed P’s appeal. The Court found that the arbitral tribunal did not violate the principle of equality of the parties. P had a chance to appoint an arbitrator from outside of the list prepared by the Court of Arbitration at the Polish Bank Union. The Court also found that the arbitral award did not violate the basic principles of public policy of Republic of Poland. This is because the arbitral tribunal correctly dismissed P’s allegation that the framework agreement was void due to the fact that it did not specify the necessary features of the contract (essentialia negotii). Furthermore, P did not prove that it suffered damage and its amount.

P filed a cassation to the Supreme Court repeating its argumentation.