The name of the contract and its content, type and nature


Although many entrepreneurs are not aware of it, the name of the contract is not a mandatory part of it. This means that when creating a given contract, there is no obligation to provide its name, because the nature and type of a given contract is determined by its content, purpose and the agreed intention of the parties. So even if the entrepreneur called his contract a "contract for specific work", and in fact it is a mandate contract, the provisions of the Civil Code relating to the mandate contract will apply to this contract.

The name of the contract, its type and nature and the principle of freedom of contracts

Specifying the right type of contract may seem irrelevant to the entrepreneur, especially if the signed contract meets his expectations. However, it should be remembered that each legal act (i.e. also a contract) expresses the effects not only expressed in its content, but also those resulting from the act. Thus, the correct determination of the type of contract affects which provisions will apply to it. If an entrepreneur is mistakenly convinced that he has entered into a certain type of contract, and in fact it is a contract of a different nature, he may later be unpleasantly surprised if it turns out that his contract will be subject to different rules than he expected.

Therefore, taking into account the above example, the provisions on the mandate contract differ significantly from the provisions on specific contracts (e.g. different rules for paying contributions). Therefore, if the entrepreneur planned to conclude a contract for specific work (and so called it), and created such contract provisions, the nature of which corresponded to the mandate contract, all legal consequences resulting from the provisions on mandate contracts will apply to this contract. It will be similar in the case of contracts for specific work and construction works. Although the contract for construction works derives from a contract for specific work, some aspects are regulated differently (e.g. limitation periods for claims - in a contract for specific work - 2 years, in a contract for construction works - 3 years).

A good example is the judgment of the Supreme Court of November 25, 2010 (I CSK 703/09), in which the Supreme Court stated that the assessment of the nature of the contract depends not on its name, but on the actual content, purpose and agreement of the parties' intention. The court settled the case regarding the sale of the enterprise on the basis of the sale contract. Pursuant to the judgment of the Court, the determination whether the subject of a particular contract of sale is the enterprise as a whole requires the determination of the content of the contract, interpretation of the parties' declarations of will and their assessment through the prism of the conditions set out in Art. 55 of the Civil Code, which provides the definition of an enterprise (including listing the components of the enterprise). Pursuant to Art. 55 of the Civil Code, a legal transaction aimed at an enterprise covers everything that is part of the enterprise, unless otherwise provided for in the content of the legal action or specific provisions. Even though the parties, in the light of Art. 55 of the Civil Code are free as to which elements constituting the concept of an enterprise should be covered by the legal transaction, the freedom to exclude individual components may not go so far as to destroy the essence of the enterprise by the scope of the exclusions. Therefore, the sale of the enterprise should include at least those components that determine the functions performed by the enterprise. So if the parties want to conclude a contract called "contract of sale of the enterprise", and the content of the contract does not specify all the components of the enterprise that constitute it, in fact it will not be a contract of sale of the enterprise as a whole (as the name of the contract suggests).

It should be emphasized that this is not an exclusion of the principle of freedom of contract. Therefore, the parties may freely shape the obligation relationship, but they may not do so in violation of the law.

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Consequences of a wrong type of contract

In the event of a court dispute, the adjudicating court will itself assess what type of contract has been concluded, and the tax authority will act in a similar way. The contract name can only be interpreted as a guideline. When analyzing contractual provisions, you may find that whatever the name is, you are dealing with a different type of contract, but that does not mean that you should completely ignore it. When examining a contract, the court must take into account the will of the parties concluding it. He should investigate why the contract was named in such and not another way - whether it was a mistake, coercion of one of the parties, or whether it was done consciously.

Moreover, if the contract has common features between two types of contracts and it is not possible to clearly determine the nature of the contract, the name of the contract given by the parties may decide on the resolution of this issue.

Negative consequences for the entrepreneur as an employer may result from concluding civil law contracts on the basis of employment contracts.