Polish Estate Agent's Commission — When Is It Actually Owed?

This guide is general legal information, not legal advice. How the rules apply depends on your individual circumstances, and the matter should be assessed by a qualified Polish lawyer. Twoja Sprawa helps you organise the documents for that assessment.

The most common dispute between a seller and an estate agent (pośrednik nieruchomości) in Poland: when is the commission actually due? The answer isn't always obvious — it depends on the contract, on the agent's role, and on whether a transaction genuinely took place. Below we explain when the agent is entitled to be paid, and when you have grounds to refuse.

The basic rule — commission is result-based

The most common scenario: the agent does their job, the property sells, the fee is owed. But this is not an automatic entitlement.

Article 471 of the Polish Civil Code (Kodeks cywilny, KC) provides that if a debtor fails to perform an obligation, the creditor may claim damages. In the context of estate agency, this means the agent is entitled to commission only if:

1. An agency agreement (umowa pośrednictwa) was actually signed (and if there was no contract at all, it's very hard for the agent to claim anything).
2. The agent actually performed their duties — genuinely sought a buyer, placed listings, arranged viewings.
3. The transaction was completed — i.e. the sale went through (usually meaning the notarial deed, akt notarialny, was signed), and the buyer was found by the agent or through their efforts.

⚠️ Without the third condition — an actual completed sale — commission is not owed.

"Completion" as a payment condition — how the courts read it

Polish courts consistently hold that an agent's commission must be "result-linked" (skutkowa) — tied to the actual outcome of the transaction. If the property doesn't sell, the agent usually isn't paid.

But there's a catch — the contract can be worded so the agent gets paid even without a completed sale:

• "Commission is due for placing the listing and arranging viewings, regardless of whether a sale is concluded" — this kind of clause is assessed case by case, and courts frequently strike it down.
• "Commission is due once the agent has performed their duties" — this is very vague, and courts tend to interpret ambiguity against the party who drafted it (Article 65 KC provides that doubts about an obligation should generally be read against the obligee/drafter).

The safest position for you as the client is a clearly worded contract: "Commission is due only once the sale contract (notarial deed) has been concluded and signed."

What exactly counts as "the transaction being completed"?

The key question: is commission owed once a preliminary contract (umowa przedwstępna) is signed, or only once the final notarial deed is executed?

Contracts vary on this: - Conservative approach: commission is due after the notarial deed is signed (the highest degree of certainty). - Agent-friendly approach: commission is due once the preliminary contract is signed (agents tend to prefer this — it shortens the gap between signing and getting paid).

⚠️ Be careful: if the contract says "commission is due once the sale contract (preliminary contract) is concluded," and the buyer then withdraws, is the agent still entitled to commission? The answer depends on the contract's exact wording and on whether the buyer's withdrawal was the agent's fault. If the buyer pulled out for no justified reason, the agent will usually still have a claim.

Does the agent have to be the actual cause of the sale?

Another key issue: is it enough that the property sold while the agent's contract was in force, or must the agent actually have caused the sale?

Courts require a causal link — the agent must show that it was their work (or their activity) that led to finding the buyer. In practice: - The agent placed listings, arranged viewings, and a prospective buyer emerged through that → you would generally owe the commission (even if that particular buyer ultimately withdrew). - You found the buyer yourself, with no involvement from the agent → the agent typically isn't entitled to commission (unless the contract says otherwise, e.g. an exclusivity clause). - The buyer approached you directly, bypassing the agent entirely → commission is not owed.

The problem: this is a factual question, and it's hard to prove either way. Courts will look for evidence — correspondence, listings, witnesses.

Commission from both sides — allowed, but must be disclosed

An agent can legitimately charge commission to both the seller and the buyer. But:

1. Both parties must know about it — if the agent hides the fact that they're taking a fee from both sides, that can amount to a tort under Article 415 KC (a civil wrong, czyn niedozwolony).
2. It must be in the contract — the agreement with the seller should clearly state whether the agent also charges the buyer.
3. The buyer should be told — before signing anything, the buyer should know the agent will also be paid by them.

In practice, many agencies charge 2% + 2% (2% from the seller, 2% from the buyer), but this split must be transparent to both sides.

When you can refuse to pay commission

You have grounds to refuse payment if:

1. There was no contract — if you never signed anything with the agent, it will be difficult for them to establish an entitlement. Ask for proof.
2. The contract had expired, and the sale completed after that — if the contract states clearly "commission for transactions concluded during the contract term," and the deed was signed after that date, commission may not be owed.
3. The agent failed to perform their duties — if they never placed listings or arranged viewings, you can argue non-performance.
4. You found the buyer yourselves — if exclusivity applies, the contract will often carve out an exception for a buyer the seller found independently.
5. The buyer came through another channel — e.g. found the listing online themselves, before the agent ever made contact.

In practice — how to protect yourself against unfair claims

1. Always get it in writing — never rely on verbal arrangements that the agent can later "recall" in whatever way suits them.
2. Word the trigger condition clearly — "Commission is due only once the sale contract (notarial deed) has been concluded and signed."
3. Fix the amount clearly — don't agree to a vague "agreed commission"; specify a concrete percentage.
4. Keep records — save all emails, listings, and dated lists of prospective buyers. These are your evidence.
5. Witnesses — if you spoke to the agent in person, make a note for yourself (date, time, who was present) — this can help later.

Frequently asked questions (FAQ)

Can an agent demand commission before a transaction happens? The law is clear: commission is result-based. If there's no completed transaction, there's no commission — unless the contract states otherwise. Always insist the contract specifies that commission is due "once the sale contract (notarial deed) has been concluded."

What if the agent found a buyer, but the transaction never completed? It depends on why the deal fell through. If the buyer withdrew without good reason, the agent may still be entitled to compensation (particularly if the contract provides for this). If the deal collapsed because of the agent's own error, they have no claim.

Can I pay the agent a different amount than agreed? You shouldn't. The contract fixes the commission — if you try to pay less unilaterally, the agent can dispute it. If you believe no commission is owed at all, dispute the full amount (with reasons) — that's a matter for the courts, not something to "negotiate" informally right after completion.

Is the level of commission capped by law? No — Polish law sets no minimum or maximum commission. It's purely a matter of contract. In market practice, commissions are typically around 2–3%, but in theory they can be any figure the parties agree.

Can I claim back part of the commission if the agent did very little work? In theory, yes, but it will be difficult to prove. If the agent found the buyer and the transaction completed, their fee is usually owed in full. The exception is a clear breach of duty (e.g. the agent never actually placed the listing they were supposed to).