Contractual Penalty Against a Polish Developer: How to Calculate and Claim It

Is your Polish developer running late handing over your flat, or late signing the final notarial deed, and does your developer's agreement (umowa deweloperska) contain a contractual penalty clause? That's good news: a contractual penalty (kara umowna) is one of the easiest claims to bring against a developer, because you don't have to prove the size of the loss you suffered — you only need to show the delay and point to the clause in the contract. This guide explains where to look for the clause, how to work out the amount, how to write a demand letter, and what to watch for before the matter goes to court.

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

Key points

• A contractual penalty is a sum fixed in advance in the contract (or a formula for calculating it), payable, for example, for a delay in handing over the flat.
• You don't have to prove the size of your loss — in principle it's enough to show the delay and point to the clause.
• The most common formula: a daily rate (a fraction of a per cent of the flat's price) multiplied by the number of days of delay.
• The developer may defend itself by asking the court to "reduce" (miarkowanie) the penalty as excessive.
• The first step is a written demand letter setting out the calculation and a payment deadline — not straight to court.
• The claim is subject to a limitation period — don't leave it too late.

What a contractual penalty is and where it comes from

A contractual penalty is a civil-law device: the parties agree in advance that if one of them fails to perform a non-monetary obligation (for example, fails to hand over the flat on time), it will pay the other a fixed sum. The key feature: you don't need to show exactly how much you lost — the penalty is owed, in principle, simply because the contract was breached, at the amount fixed in it.

Important: the penalty must arise from the contract. If your developer's agreement contains no penalty clause, you cannot claim one "by default" — you're left with an ordinary damages claim (harder, because you have to prove the loss and its amount). So the first step is always to read the contract carefully.

Where to look for the penalty clause in a developer's agreement

Developer's agreements in Poland are made in the form of a notarial deed (akt notarialny) and typically run to dozens of pages. Look for the clause under headings such as "Contractual penalties", "Liability of the parties", near the provisions on deadlines, and near the clauses on handover of the unit and signing the deed transferring ownership (the final deed). Typical clauses you'll come across in practice:

• a penalty for delay in handing over the unit for collection — usually a daily rate expressed as a fraction of a per cent of the price (e.g. 0.01–0.05% of the price per day),
• a penalty for delay in signing the deed transferring ownership (the final notarial deed),
• a cap on the penalty — e.g. "no more than 5% of the price of the unit in total",
• a penalty running the other way too — e.g. against the buyer for delay in collecting the unit or paying; it's worth knowing these clauses often cut both ways.

Check the definitions carefully: the contract may distinguish between "technical inspection", "handover of the unit" and "transfer of ownership" — the penalty may attach to only one of these events. Also check whether the contract excludes the penalty in cases of so-called force majeure (siła wyższa) — developers often invoke this, not always with justification.

How to calculate the penalty — daily rate × days of delay

The most common mechanism is a simple product:

penalty = daily rate × number of days of delay

Example (figures for illustration only):

Points to watch when calculating:

• Which figure the rate is based on — gross or net price, the unit alone or including a parking space? The contract decides.
• Which day you count from — usually from the day after the contractual deadline to the day of actual performance (e.g. the date of the handover report).
• The cap on the penalty — if the contract sets an upper limit (e.g. 5% of the price), the penalty doesn't keep growing indefinitely.
• Annexes — after an annex pushing back the deadline, the delay is counted from the new date; an annex can also be a source of a waiver of claims, so read it carefully.

Penalty vs damages — what if your actual loss is bigger

As a rule, the contractual penalty replaces a damages claim: you can only claim damages exceeding the penalty if the contract expressly allows it. If your real losses (e.g. months of rent, extra mortgage costs) exceed the penalty, check whether the contract has a clause allowing "supplementary damages" (odszkodowanie uzupełniające) — without one, you're generally limited to the penalty amount. Where there's no such clause and the loss is substantial, the matter should be assessed by a lawyer (other grounds may be relevant, for example whether the clause counts as an unfair term in a consumer contract).

Reduction of the penalty — how the developer defends itself

A developer served with a demand letter often replies that the penalty is "grossly excessive" and threatens to ask the court for miarkowanie — a court-ordered reduction. Polish law allows this where the obligation has largely been performed, or where the penalty is grossly excessive. Remember: a reduction does not happen automatically — it's for the court to decide, on the debtor's application, after weighing the circumstances. So don't pre-emptively lower your figure in the demand letter just because the developer threatens a reduction — calculate strictly according to the contract; any reduction is a matter for negotiation or for the court to decide.

Documents and evidence to gather

Common mistakes

• Signing an annex that pushes back the deadline without reading it — an annex can include a waiver of penalties for delay already accrued.
• Signing the handover form "without reservations" — simply accepting the unit doesn't usually forfeit your right to the penalty, but a written reservation removes any doubt.
• Calculating from the wrong figure or the wrong date — a miscalculation gives the developer an easy argument.
• Waiting for years — the claim is subject to a limitation period, and the evidence weakens over time.
• Accepting "compensation" in the form of extras (e.g. a discount on a storage unit) without working out whether it's really worth as much as the cash penalty.
• Issuing a claim without a prior demand letter — courts expect the pre-action step, and it's often effective on its own.

Demand letter and next steps — step by step

1. Read the contract and any annexes — find the penalty clause, the rate, the definition of the relevant date, and any cap.
2. Establish the dates — the contractual deadline and the date of actual performance (handover report / final deed). Work out the number of days of delay.
3. Calculate the penalty — daily rate × days, applying any cap. Write out the calculation step by step.
4. Draft the demand letter — state the contract number and date, the penalty clause, the calculation, your bank details, a payment deadline (e.g. 14 days), and a warning that you'll go to court if unpaid. Send it by registered post with proof of delivery (and by email).
5. Assess the developer's response — convert any settlement offer into cash terms; don't sign away your claims without checking the wording first.
6. No payment? — gather the documents (table above) and take the matter to a lawyer before issuing a claim.

Deadlines and limitation

A claim for a contractual penalty is a financial claim and is subject to a limitation period. Its length depends on how the claim is classified. In practice:

• Don't delay — the sooner you send the demand letter, the lower the risk of a limitation dispute and the easier it is to gather evidence.
• If you bought the unit through a business (B2B), the time limits may be shorter than for a consumer.
• The date the clock starts running can be disputed — for longer delays, get a lawyer's view.

Buying from abroad? The view from the UK (or elsewhere)

Many people who buy flats from Polish developers live abroad day to day — that doesn't change the underlying claim, but it does change the logistics:

• The contract and any dispute are usually governed by Polish law, and the competent court is in Poland.
• You can send the demand letter from abroad — by registered post, or through a trusted person in Poland; keep proof of posting.
• Gather your scattered documents in one place — scans of the deed, the handover report and the correspondence are enough for an initial assessment.
• You don't need to fly to Poland for every step — you can appoint a proxy (pełnomocnik), and much of the process can be done in writing or remotely; state amounts in PLN in your letters.

Frequently asked questions

Do I have to prove my loss to get the contractual penalty? In principle, no — that's the main advantage of a contractual penalty. It's enough to show that the developer breached the obligation covered by the penalty (for example, handed over the unit late) and to point to the clause. The developer, in turn, can defend itself by asking the court to reduce the penalty.

What if my contract has no penalty clause? Then you can't claim a contractual penalty — it has to arise from the contract. What's left is an ordinary damages claim, where you have to prove the loss and its amount (for example, rent paid during the delay). That kind of case is harder to prove, but not hopeless.

The developer blames "force majeure" or a slow public authority. Does that rule out the penalty? Not necessarily. It's the developer who has to show that the delay resulted from circumstances it isn't responsible for — and that the contract actually excludes the penalty in that situation. A vague reference to "the authority" or "the market" is often not enough.

I've already collected the flat — can I still claim the penalty for the earlier delay? Collecting the unit doesn't usually amount to waiving the penalty on its own. The risk arises if you signed a document that includes a waiver of claims (an annex or a settlement, for example). Check exactly what you signed, and it's best to put a written reservation on record that you'll be claiming the penalty.

Can the contractual penalty exceed my actual loss? Yes — that fact alone doesn't take away your right to claim it. Only a grossly disproportionate penalty can be a basis for the court to reduce it, on the developer's application. Conversely, you can only claim damages above the penalty where the contract expressly allows it.

How long do I have to claim the penalty from a developer? The claim is subject to a limitation period, and its length depends on how it's classified and on whether you're acting as a consumer or as a business. A safe rule of thumb: act straight away — send the demand letter within weeks, not years.

Related guides

• Delayed handover of a flat by a Polish developer — your rights, step by step — if you've just found out about the delay and are wondering what to do next.
• Withdrawing from a developer's agreement — when it's possible and what it gives you — if the delay is so long you're considering leaving the contract altogether.
• Developer won't fix defects in your flat — how to enforce the repairs — when, beyond the delay, quality is also a problem.
• Document checklist for a case against a developer — a full list of what to gather before an assessment.
• Hub: disputes with businesses — all guides — the rest of the topics in this category.

Do you have a contractual penalty clause in your developer's agreement and a delay on the developer's side? Send us the developer's agreement (with any annexes) and the handover report or correspondence with the developer — we'll organise the documents and help prepare the case for assessment by a lawyer. Submitting the form does not create a contract with us. Check what claims you may have against your developer

Last reviewed: 10 July 2026.