O roli due diligence (oraz oświadczeń i zapewnień) w prawie kontraktów

Abstract

The issues concerning legal significance of due diligence audits, as well as of warranties and representations made by the parties in the contract (or outside it) constitute – from the point of view of business practictioners – one of the most important questions with respect to contract law. In spite of it, so far no clear rules regarding these questions have been developped under Polish law. The paper is an attempt of answering several major questions regarding the said issues, in particular the questions on: legal significance of incorporating a particular warranty or representation to the contract; consequences of making (in the contract or outside it, but in connection with conclusion of the contract) untrue warranties and representations. The said issues are currently subjects of fundamental disputes among Polish lawyers due to lack of unambiguous legal regulation. The paper includes analysis of the views that have been presented in the legal literature published so far, as well as in the jurisprudence; the said analysis leads to presenting basic de lege lata and de lege ferenda conclusions in the final part of the paper.

Keywords

• guarantee
• contract
• representations
• warranties
• due diligence