POLAND Law and Practice Contributed by: Jaroslaw Kruk and Joanna Bogdanska, KW Kruk and Partners Law Firm
4. Overseas Parties in Fraud Claims 4.1 Joining Overseas Parties to Fraud Claims Polish civil procedure permits the joinder of for - eign defendants in fraud claims where there is a sufficient connection between the foreign party and the subject matter of the dispute. This may include cases where: • the fraudulent act had effects in Poland; • the assets in question are located in Poland; or • the foreign party acted in concert with domestic defendants. The joinder must comply with the rules on inter - national jurisdiction, primarily under the EU Brussels I bis Regulation (for EU-based par - ties), or under bilateral or multilateral treaties for third countries. If no treaty applies, jurisdic - tion is assessed under the Polish Code of Civil Procedure, typically based on domicile, place of performance or where damage occurred. In criminal cases, Polish courts may prosecute foreign individuals and entities involved in fraud if: • the offence was committed in whole or in part within Poland; • the offence produced effects on Polish terri - tory; or • the victim is a Polish citizen or entity and the offence is punishable in both jurisdictions. This follows from provisions of the Polish Penal Code (Articles 110–114) governing territorial, per - sonal and protective jurisdiction. Cross-border co-operation is facilitated through mutual legal
held liable under the provisions of the Penal Code for committing the crime of fraud, because on this account anyone who, in order to obtain a financial benefit, leads another person to dis - pose of their own or someone else’s property in an unfavourable way by misleading them or by taking advantage of an error or inability to prop - erly understand the action taken is liable. 3.3 Shareholders’ Claims Against Fraudulent Directors Principles of Claiming Against Directors The directors of a company may be held liable for activities causing damage to that company, by the company itself. This is because any act undertaken by the members of the management board that results in damage to the company gives rise to certain claims by the company. In such cases, the liability of the board members is joint and several. If the company itself does not bring an action for compensation for the damage caused to it within a year from the date of disclo - sure of the act causing the damage, any member of the management board may bring an action for compensation for the damage caused to the company. Moreover, shareholders may also file a claim for redress of damages, under general principles, against members of the management board who caused the damage. Limitation Periods A claim for redress of damage expires after three years from the date on which the company became aware of the damage and the person obliged to repair it. However, in any case, the claim expires ten years after the date on which the event causing the damage occurred.
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