Can You Pull Out of a Polish Preliminary Property Contract?

You signed a preliminary contract (umowa przedwstępna) to buy a flat in Poland, paid a deposit — and now the other side is backing out. Or maybe it's you who's having second thoughts. Before you assume "withdrawing" is simple, check what form your contract takes and what it says about the deposit — that determines whether you get your money back, lose it, or can force the sale through.

This guide is general legal information, not legal advice — we do not guarantee any outcome. What claims are actually available to a party to a preliminary contract depends on the wording of the specific contract, its form, and the circumstances of the breach. If you need advice or representation, the matter should be assessed by a civil-law notary (notariusz) or a qualified Polish lawyer. Twoja Sprawa helps you organise the documents for that assessment.

Key points

• The form of the preliminary contract determines your rights — a private written contract and a notarial one (art. 389–391 of the Polish Civil Code, KC) give you very different options.
• A private written contract gives weaker protection — if the other side refuses to sign the final sale contract, you're usually left with a damages claim only.
• A notarial contract gives stronger protection — you can ask a court to force the final contract through, not just claim compensation.
• A deposit (zadatek, art. 394 KC) is not the same as an advance payment (zaliczka) — whether the contract actually calls the payment a zadatek can decide what happens to the money if one side pulls out.
• "Withdrawing" means different things in practice — walking away with the deposit forfeited or refunded is not the same thing as pursuing a claim to force the final contract through despite the other side's objection.
• Check the exact wording of your contract before deciding anything — what the parties actually agreed (deposit or advance payment, conditions, the deadline for the final contract) matters more than the general rules.

Private vs notarial preliminary contracts — why the form matters

A preliminary contract (umowa przedwstępna) is a promise by one or both parties to enter into a future "final" contract — in this case, the actual sale contract for the property (art. 389 KC). The preliminary contract itself does not have to be notarised — a private written document is enough. That's different from the final sale contract for real estate, which, on pain of being void, must be signed as a notarial deed (akt notarialny — art. 158 KC).

The choice of form has serious consequences if one party later refuses to go through with it:

• Private written form — if the seller (or buyer) refuses to sign the final contract, the other party's only remedy is a damages claim (art. 390 § 1 KC). You cannot ask a court to "stand in" for the other party's missing signature.
• Notarial form — the entitled party can instead demand that the final contract be concluded (art. 390 § 2 KC), i.e. seek a court judgment that substitutes for the other party's declaration of intent, rather than just money.

In short: the notarial form gives you the stronger remedy (effectively forcing the sale through), while the private written form gives you the weaker one (a financial settlement only).

When people actually mean "withdrawal" from a preliminary contract

In everyday language, "withdrawing" usually covers several different situations that are worth telling apart: walking away by mutual agreement (settling the deposit or advance payment as the parties agree), exercising a withdrawal right written into the contract itself (e.g. conditional on not getting a mortgage), breaking the contract with deposit consequences when the other side fails to perform, and — as an alternative to withdrawing — pursuing a claim to force the final contract through, available only with a notarial preliminary contract. These are not legally the same thing — work out which scenario you're actually in before taking any steps.

The deposit and withdrawal from a preliminary contract (art. 394 KC)

If you paid (or received) a deposit (zadatek) under the preliminary contract, it — rather than the general rules on preliminary contracts — usually determines what happens if one side backs out. Under art. 394 KC, a zadatek is a sum of money, or another item defined by type, given by one party to the other to confirm the contract and secure its performance. In practice, this means:

• If the other side fails to perform (for example, the seller refuses without good reason to sign the final contract), the party who paid the deposit can withdraw from the contract and claim under the deposit mechanism as a form of security, without having to prove loss in that exact amount.
• If it's the party who received the deposit that fails to perform, they may be liable to refund double the deposit.
• If the contract is performed as agreed, the deposit is normally credited against the purchase price.

This is different from a contract that refers only to an advance payment (zaliczka) — an advance is, as a rule, refundable in full, and any damages claim has to be proven separately. Before you assume you're "losing the deposit" or counting on getting double back, check the literal wording of the contract. If the document says zaliczka rather than zadatek, the mechanism under art. 394 KC may not apply at all.

Claiming the final contract instead of withdrawing

With a notarial preliminary contract, you have a real alternative to withdrawing: instead of walking away, you can — under art. 390 § 2 KC — demand that the final sale contract actually be concluded, even against the other party's objection.

In practice this means filing a claim in court to compel the other party to make a declaration of intent to sign the sale contract on the terms set out in the preliminary contract. This route is usually slower than withdrawing and settling the deposit, but it can make sense if the property matters enough to you, you have a solidly documented notarial contract with a clear price and deadline, and the other side has no objective obstacle to selling (for example, the property isn't encumbered in a way that would block the sale).

With a private written contract, this route is essentially unavailable — you're left with only the damages claim under art. 390 § 1 KC. That's one of the main reasons to use a notary for more significant preliminary contracts — those with a large deposit or a long run-up to completion.

Time limits for pursuing claims under a preliminary contract

If you decide to pursue your rights — whether that's keeping or recovering the deposit, or forcing the final contract through — you need to act within the applicable limitation period. Don't sit on it for months — the longer a dispute runs without any steps being taken, the harder it becomes to show in court that the claim was well-founded and still live.

Common mistakes when withdrawing from a preliminary contract

1. Confusing a deposit with an advance payment — not every payment "towards the price" is automatically a deposit, and it's the label used in the contract that decides the financial consequences of withdrawal.
2. Withdrawing without a written explanation — you should formally notify the other party in writing, stating the grounds and the date.
3. Assuming a private written contract gives you no rights at all — in reality it gives you a weaker but real damages claim.
4. Delaying your response after the deadline for the final contract passes — the longer you wait, the harder it becomes to prove that the other party was avoiding performance.

Frequently asked questions

Can I simply back out of the purchase and get my deposit back?

That depends on who is failing to perform, and why. If you, as the buyer, withdraw without a basis provided for in the contract, and you paid a zadatek (not an advance payment), you'll usually forfeit it to the seller — that's the whole point of the mechanism under art. 394 KC. The exception is where the contract itself sets a condition (for example, your mortgage application being declined) that entitles you to withdraw without losing the deposit.

Does a private written preliminary contract protect me at all?

Yes — it binds both parties and gives grounds for a damages claim if the other side fails to perform (art. 390 § 1 KC). It does not, however, let you force the final contract through — that route is reserved for the notarial form.

What happens if the seller pulls out and I've already paid a deposit?

As the party who paid the deposit, depending on the circumstances and the wording of the contract, you can either withdraw from the contract and keep the deposit, or — with a notarial contract — consider pursuing the final contract instead. Which route makes sense depends on whether you still want that particular property or would rather have a financial settlement.

Can I claim more than just the deposit if I've incurred extra costs?

The deposit works as a fixed, lump-sum form of security, but if your actual loss (for example, valuation costs, or a lost alternative offer) is higher, in some situations an additional damages claim on general principles may be worth considering.

Need help with a situation like this?

If the other party is backing out of the deal, or you're not sure whether your payment counts as a deposit or an advance payment, the first step is to have the contract you signed properly reviewed before you decide to withdraw. Twoja Sprawa helps you organise the documents and prepare the case for a lawyer's assessment — see help with property disputes (in Polish).

Legal basis (for independent verification): preliminary contract — art. 389–391 of the Polish Civil Code; deposit (zadatek) — art. 394 of the Polish Civil Code; form of a real estate sale contract — art. 158 of the Polish Civil Code. Full text of the Act (in Polish): isap.sejm.gov.pl.

Related guides (in Polish): - Preliminary contract for buying property — what to check before signing (in Polish) - Deposit when buying a flat — when it must be refunded (in Polish) - Buying property in Poland step by step (in Polish)

Content last checked: 11 July 2026.