On 8 September 2016 entered into force important change for entrepreneurs in terms of confirming the content of agreements.

So far, the provisions of the Civil Code have governed written contracts (ordinary written form) and those concluded in the qualified form (notarial act, signature certified by a notary and date certain).

Currently a new form has been introduced -documentary, what sanctions  well-established practice used among entrepreneurs.


What is the documentary form

Documentary form is a new form of legal action which allows you to submit an effective declaration of will (which is the basis of the conclusion of the contract).  In contrast to the ordinary written form it does not require signature and may be made in any form.  It is important that as the effect of the implementation of such action there remains a data carrier and it is possible to identify the person making the declaration.

How and where to use the documentary form

In practice, the documentary form can be used to confirm the agreements concluded orally, by telephone, or by a multi stage negotiations in the course of which there were changes of conditions.

The party of the agreement may confirm by e-mail, SMS or telephone (by recording the conversation) the essential elements of the contract, such as time limit for completion, price, the scope of service or quantity and quality of the goods.

You must remember that the documentary form should make it possible to identify the person who makes a statement.  There are no clear guidelines as to how this should be done, therefore it is safer in case of email message as to sign it with full name (even if in your e-mail there is data which clearly identifies you), also in the case of text message, it should be signed, even where the contractor knows our telephone number.  In the case of telephone conversation introducing yourself is also a good idea.  Although the rules do not specifically require this, it appears that it must be possible to identify the person who makes a statement.

The legislation refers to information media.  This is a thing on which the content of the agreement was recorded.  This may be a cassette tape, a digital file, printed or electronically archived email message.

The effects of regulating the documentary form in the Civil Code

You must remember about another important effect of the amendment.  If a documentary form is reserved - a given activity must be documented, at least in such a form then failure to comply with it entails procedural consequences.  In the course of judicial proceedings, witnesses cannot be relied on in order to prove the content of the agreement.  If the parties to the contract or the Act lay down keeping of documentary form under pain of nullity - failure to comply with the Act causes that activity (the agreement) is invalid.

These are the same procedures as are applicable to writing form. One should pay attention to them when negotiating, concluding and confirming the agreement in the documentary form.

Legal basis:  Article 77 (2) of the Civil Code.

The electronic form of legal act

The Civil Code introduced a new form of legal act - electronic form.

After amendment of provisions, declaration of will submitted in electronic form, certified by a qualified electronic signature, is equivalent to the declaration of intent made in writing.

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