Defects of the declaration of will when concluding contracts
An entrepreneur concluding a contract with defects in a declaration of intent may evade its effects or the contract may be considered invalid from the moment of its signing. What disadvantages of the declaration of will must occur and what will be the consequences?
Statement of intent
A declaration of will is any manifestation of a human will, which is intended to cause a legal effect in the form of the creation, change or termination of a legal relationship. Pursuant to Art. 60 of the Civil Code (Journal of Laws 2017, item 459), the will of a person performing a legal transaction may be expressed by any behavior of that person that discloses his will sufficiently, including by disclosing this will in an electronic form.
The entrepreneur's declaration of will will therefore be the signing of the contract - it will mean that the entrepreneur wants to bind the other party to the contract with the content he has signed. The declaration of will should be made freely (and not, for example, under duress), understandable and seriously (the declaration of will must be accompanied by a real will to bring about legal effect). If the declaration does not meet the above-mentioned conditions, we will be able to talk about the shortcomings of the declaration of will.
Disadvantages of the declaration of intent
Defects in a declaration of intent are factual states defined in the Civil Code, which result in the fact that the submitted declaration of intent is deprived of legal effectiveness. Defects in the declaration of will may be related to the mental state or knowledge of the persons submitting the declaration, as well as to their good faith or interests.
Types of defects in declarations of will
The disadvantages of declarations of will under Polish law are:
- lack of awareness or freedom in making decisions and expressing will,
- error (including trick),
Lack of awareness or freedom
Art. 82.A declaration of will made by a person who for any reason was in a state excluding conscious or free decision-making and expression of will is invalid. This applies in particular to mental illness, mental retardation or other, even transient, mental disorders.
We deal with the lack of awareness or freedom in making decisions and expressing the will when the person making the declaration of will is in an unnatural psychophysical state. The cause of this condition may be mental illness, mental retardation, being under the influence of alcohol, drugs or other intoxicating substances, hypnosis, narcosis, being under the influence of fever, or senility. The state that excludes the freedom to make a decision is also, for example, physical or mental coercion.
It is not required that the state disabling consciousness or freedom is permanent - it is enough that the person submitting the declaration of will suffered even transient disturbances, provided that at the time of performing the legal act, conscious or free decision-making and expression of will were excluded.
According to the judgment of SA in Łódź of November 12, 2013, “the state excluding conscious decision making and expression of will cannot be understood literally, therefore it does not have to mean complete abolition of consciousness and cessation of brain activity. It is enough to exist in such a state that means lack of discernment, inability to understand one's own moves and those of others, and not being aware of the meaning and consequences of one's own actions. It is therefore decisive to determine the degree of reduction in the participation of consciousness in human behavior, the degree of mental dysfunction at the time of making a declaration of will ”.
Art. 83. § 1. A declaration of will made to the other party with its consent for appearances is invalid. If such a declaration was made to conceal another legal act, the validity of the declaration is assessed according to the properties of this act.
§ 2. An apparent declaration of will does not affect the effectiveness of a paid legal action made on the basis of an apparent declaration, if as a result of this action a third party acquires the right or is released from the obligation, unless it has acted in bad faith.
We deal with seemingly when the parties agree that the submitted declaration will not produce any legal effects at all or will produce an effect other than that resulting from the content of the legal transaction. Therefore, two elements must occur simultaneously: the activity must be apparent (i.e. third parties are convinced that the intention of the parties is to cause certain legal effects) and it must take place in a secret agreement of the persons participating in it.
However, it should be remembered that in the case of a paid activity, as a result of which a third party, not being aware of the apparent action, acquires the right or is released from the obligation, we will not deal with an appearance, because this action will remain effective against the third party. Thus, a person seeking to recognize a given legal transaction as apparent would have to refute the presumption of good faith of a third party in this situation - that is, prove that the third party did not act in good faith.
Art. 84. § 1. In the event of an error as to the content of a legal act, you may avoid the legal consequences of your declaration of will. However, if the declaration of intent was made to another person, avoidance of its legal effects is allowed only if the error was caused by that person, even without his fault, or if he knew about the error or could easily notice the error; this limitation does not apply to unpaid legal transactions.
§ 2. You can only invoke an error justifying the assumption that if the person making the declaration of will had not acted under the influence of error and judged the case reasonably, he would not have made a statement of this content (a material error).
A declaration of intent made under the influence of a mistake occurs when the person making it had an idea of reality inconsistent with the true state of affairs. A mistake may be invoked if it is significant and relates to the content of a legal transaction. Moreover, there must be a reasonable supposition that if the person making the declaration of will had not acted under the influence of error and judged the matter reasonably, he would not have made the declaration of this content.
The error will concern the content of the legal act, if it is closely related to it. For example, an error in the content of a legal transaction is the buyer's belief that he is purchasing the original, when in fact it is a copy. An error will be significant if it can be objectively assumed that every human being, judging the matter reasonably, would not have taken legal action if he had not acted under the influence of the error. In addition, if the declaration of will has been made to another person (and concerns a paid action), evasion of legal effects will be possible if that person caused this error or knew about the error or could easily notice it.
The issue of deception is regulated in Art. 86 of the Civil Code:
Article 86. § 1. If the error was caused by the other party fraudulently, evasion of the legal effects of a declaration of will made under the influence of an error may also occur when the error was not material, as well as when it did not concern the content of the legal transaction.
§ 2. The deception of a third party is tantamount to the deception of the party, if it knew about the deception and did not notify the other party, or if the legal action was free of charge.
Deception is a qualified form of error and involves the deliberate, deliberate action of the person causing the error. Thus, if the other party has fraudulently concealed important information that would have an impact on the decision made by the person submitting the declaration of will, he or she will be able to evade the legal consequences even if the error was not material and when the act was free of charge.
Art. 87 Whoever made a declaration of will under the influence of an unlawful threat by the other party or a third party, may evade the legal consequences of his declaration, if the circumstances show that he or she could be afraid that he or another person would be at risk of serious personal or property risk. .
If one person forces another to make a specific declaration of will, it is a threat. The threat must be unlawful (it will not be a threat, for example, to frighten the party about the negative effects of its actions, which result from the provisions of the law). A person submitting a declaration of will under the influence of a threat will be able to evade the effects of his declaration if he or she was afraid that himself or another person would face serious personal or property risk. Therefore, in the event of a threat, two elements must occur simultaneously: the external element, that is, the specific behavior of the person who is threatened, which creates a sense of threat in the person who is threatened; and the inner element, that is, fear or fear that arises as a result of an external element.
Effects of faulty declarations of will
Defects in the declaration of intent may result (depending on the type of defect) in the following situations:
absolute invalidity - a legal act containing a defective declaration of will does not produce any legal effects from the moment of its creation (e.g. from the moment of signing the contract) and its validity cannot be restored. The absolute invalidity of a legal act is caused by: declarations of will made for the sake of appearances and declarations of will characterized by a lack of awareness or freedom in making a decision.
relative invalidity (rebuttal of a legal act) - a legal act is valid and produces effects, but it can be moved (annulled) by a person provided for in the law and at a specified time:
Art. 88. § 1. Avoidance of the legal consequences of a declaration of will, which was made to another person under the influence of a mistake or a threat, takes place by a declaration made in writing to that person.
§ 2. The right to evade expires: in the event of an error - one year after its detection, and in the event of a threat - one year from the moment when the state of concern has ceased.