Polish, English, or maybe French? What language should aviation contracts be drafted in?
Polish law provides great discretion in choosing the language for contracts. But in regulated industries, such as aviation, this rule may be modified.
Since 2004 it has been permissible to conclude contracts in any language the parties choose, without the need to prepare a Polish version if the original is in another language. This makes it much easier to conduct international transactions.
This principle is excluded, however, when one party to the contract is deemed to be the weaker party and subject to special protection, for example in the case of employment contracts and consumer contracts (Art. 7 and 8 of the Polish Language Act of 7 October 1999). This principle may also be limited by specific regulations.
This is justified in particular when the contract involves a state-regulated industry. This is the case with aviation, where a number of documents, including some contracts, are subject to review by the President of the Civil Aviation Authority (UCL). The aviation regulator is a public administrative authority subject to the regulations governing the official language in Poland, and thus all documents submitted to the regulator must generally be in Polish.
But parties to aviation transactions should not be overly concerned, because the regulator does not need to review every contract involving aviation. Contracts involving ground crew, auxiliary personnel, aircraft parts and transport generally do not need to be submitted to the office. It may thus be safely assumed that aviation-related contracts that are not concluded with consumers and do not involve employment law may be concluded in the language of the parties’ choice.
Every aircraft operating out of Polish territory must be entered in the register of civil aircraft. Proof of ownership or other rights to the aircraft must be submitted with the application (Art. 37(3)(3) of the Aviation Law of 3 July 2002). Thus the agreements most often submitted to the Civil Aviation Office will be those demonstrating who has control over the registered aircraft in Poland—i.e. a purchase and sale agreement or a leasing agreement.
The Aviation Law provides an exception however in Art. 21a(2), under which enclosures to an application to register an aircraft (including an agreement proving ownership or other rights to the aircraft) may be submitted in English. This exception should not be interpreted broadly, and thus any documents not mentioned in this provision should always be filed in Polish.
It follows that if the parties intend to conclude an agreement under which a Polish aircraft changes owners or users, notwithstanding the general rule it is sufficient if the agreement (or one of the language versions) is prepared in English.
Entities involved in the aviation sector often wonder whether the agreements they use (or at least one language version) should always be in English, which is the international language of civil aviation. Such a requirement should be rejected. While it is true that English is the international language of civil aviation, pursuant to the guidelines of the International Civil Aviation Organization this applies only to communications between aircraft and air traffic control and ground staff, and to communications with passengers. There is no requirement to use English in commercial aviation agreements.
In short, in the case of most contracts concluded in the aviation sector, it may be safely assumed that they may be made in any language of the parties’ choice, even without preparing an additional Polish version. There is a reservation for agreements under which an aircraft will be registered in Poland: these must be in English or Polish.
Natalia Rutkowska, Aviation Law Practice, Wardyński & Partners
