Contracts and legal opinions in English — the specific problems that spellcheckers miss
Polish lawyers writing in English face a specific set of traps: false friends like rękojmia (statutory warranty, not “guarantee”), overuse of “shall,” inconsistent defined terms and a formal register that sounds stilted to native readers. This guide covers the main areas where Polish legal drafting habits clash with common-law English conventions – document structure, modal verb choice, the handling of defined terms, and the difference between formal and pompous. It draws on real examples from Polish-to-English contract work and is aimed at in-house counsel, law firm associates, and translators who draft or revise English-language agreements for Polish clients.
Polish lawyers are producing more English-language legal work than ever. Cross-border contracts, legal opinions for foreign clients, submissions to international arbitration, due diligence reports, shareholder agreements – documents that ten years ago might have been drafted in Polish and translated are now often drafted directly in English.
This guide is for lawyers who write English well and want to write it better. It focuses on the specific problems that come up most often in Polish legal writing in English – not grammar basics, but the subtler issues that spellcheckers miss, but which native English-speaking counterparts will notice immediately.
Before writing anything, be clear about who is going to read the document. This sounds obvious, but in practice it gets overlooked, and the consequences run through every decision you make about structure, vocabulary and tone.
There are at least three distinct readers of English-language legal documents produced by Polish lawyers, and they each want different things.
If your client is a company or individual based outside Poland, they need to understand the document. Many Polish lawyers – quite reasonably – write for other lawyers. A contract drafted for internal use in a Warsaw firm looks very different from one that a CFO in London or a CEO in Frankfurt will read and sign.
Where a non-lawyer will read the document, clarity matters as much as technical completeness. Plain English is not a sign of a weak lawyer. It is a sign of a confident one. It is sometimes too easy to fall back in to legalese, especially to hide the fact that the matter is very complicated and the lawyer doesn’t really have a clear answer.
In cross-border transactions and disputes, your document will be read critically by lawyers on the other side, very possibly native English speakers from a common law jurisdiction. For these readers, precision is everything. A vague definition, an inconsistent defined term or a misused modal verb is not just inelegant – it is a weakness in the document, and it will be spotted.
In international arbitration – ICC, LCIA, Vienna, or ad hoc – your written submissions will be read by arbitrators who see a great deal of badly written English. A well-written submission stands out. That is not a small advantage.
Before you start drafting, write one sentence describing your specific reader – their background, their jurisdiction, their likely familiarity with Polish law. Every structural and stylistic decision should be tested against it.
Polish law is a civil law system. Most of your international counterparts – particularly in the UK, US, Ireland, Australia and in international arbitration generally – operate in common law systems. The same words mean different things across these systems.
‘Damages’ in English common law does not mean the same as ‘odszkodowanie’ under the Polish Civil Code. ‘Good faith’ has a specific meaning in civil law that common law does not share in the same way. ‘Liquidated damages’ and ‘kara umowna’ operate under different legal rules, with different consequences. Terms like ‘right of perpetual usufruct’ are not used and may not be understood.
When writing for a common law reader, do not assume that Polish legal concepts translate directly. Where they do not, it is best to explain the Polish one explicitly. Do not leave it implicit.
Polish legal documents follow conventions that differ from their English counterparts in ways that are not just stylistic. They reflect different assumptions about how a legal argument should be presented and how a contract should be organised.
English-language contracts – particularly those following common law drafting conventions – open with a comprehensive definitions section. Defined terms are then used consistently throughout. Polish contracts often define terms closer to the point of first use, which is entirely natural in Polish drafting.
In an English contract, distributing definitions throughout the document creates inconsistency and makes the document difficult to navigate. If you are drafting from scratch in English, or translating from a Polish original, reorganise. Put definitions first.
This is one of the most consistent structural differences I see. Polish legal opinions typically follow a discursive structure: background, analysis, conclusion. English legal opinions – particularly those addressed to foreign clients or used in transactions – state the conclusion in the opening paragraph and then provide the analysis that supports it.
Your clients are busy people who do not necessarily want to read an eight-page in-depth analysis of an issue just to get to the one or two paragraphs that actually hold the answers. Yes, your legal opinion can be eight pages long, but have the conclusions first and then the analysis, so that it can be read if and when necessary, rather than sifting through all the arguments and issues before finding the good part.
Typical Polish-influenced structure (avoid this):
“This opinion has been prepared at the request of ABC sp. z o.o. in connection with the proposed acquisition of XYZ S.A. Having considered the relevant provisions of Polish law, including the Commercial Companies Code and applicable tax legislation, and having reviewed the documents listed in Schedule 1, we are of the view that the proposed structure is permissible under Polish law, subject to the conditions set out below.”
English structure – conclusion first:
“It is our opinion that the proposed acquisition structure is permissible under Polish law, subject to the conditions set out in Section 4. This opinion is based on our review of the documents listed in Schedule 1 and our analysis of applicable Polish law as at the date of this opinion.”
Polish legal prose tolerates long, heavily subordinated sentences carrying multiple qualifications within a single clause. This is natural in Polish – the grammar supports it. Transferred into English, the same construction becomes hard to read. In a legal context, hard to read means ambiguous.
Polish sentence architecture in English (avoid):
“The Seller, having duly considered all material circumstances connected with the transaction, including in particular the representations and warranties provided by the Buyer in Section 7 of this Agreement, which representations and warranties the Seller has relied upon in entering into this Agreement, and subject to the satisfaction of the conditions precedent set out in Section 3, hereby agrees to transfer ownership of the Shares to the Buyer on the Closing Date.”
The same obligation, better structured:
“The Seller agrees to transfer ownership of the Shares to the Buyer on the Closing Date, subject to satisfaction of the conditions precedent in Section 3. In entering into this Agreement, the Seller has relied on the Buyer’s representations and warranties in Section 7.”
A simple test: read the sentence aloud. If you need to pause to remember what the subject was, break the sentence up. Legal documents are not the place to demonstrate syntactic complexity.
Legal writing exists to remove ambiguity. Every vague word in a contract is a potential dispute. Every imprecise obligation in a legal opinion limits its usefulness. This section covers the sources of unintentional ambiguity I see most often in English-language legal documents from Polish lawyers.
The correct use of modal verbs is one of the areas of English legal drafting where Polish-English interference causes the most persistent problems, because the errors are genuinely invisible to a non-native reader. Polish does not use modal verbs the way English does – obligations and permissions are conveyed through the subjunctive and through case endings rather than auxiliary verbs – so there is no Polish instinct to draw on when choosing between them.
That absence of instinct matters most with one word in particular: shall.
Shall has been the default modal verb for legal obligations in English for generations. It has also been causing arguments in courtrooms for just as long. The Oxford English Dictionary entry for the word runs to over five pages. Black’s Law Dictionary lists at least five distinct and sometimes contradictory meanings for it, including has a duty to, should, may, will and is entitled to. Courts have interpreted it as must, may, will and simply is, depending on context.
The difficulty is not merely theoretical. In 1995, the United States Supreme Court held, in Gutierrez de Martinez v. Lamagno, that shall could in certain contexts be construed as may. The decision did not establish that shall always means may, but it confirmed that without express definition, context determines whether shall is mandatory or merely aspirational. Litigation over what shall means in a specific document has continued ever since.
The core problem is this: a drafter who uses shall throughout a document is presumed, under standard rules of contractual construction, to use it consistently with a single meaning. But shall is almost never used that way. It appears to impose obligations (“the Buyer shall pay”), to describe future states (“the term shall commence on”), to restrict conduct (“neither party shall assign”), and to confer rights – sometimes in the same clause. Each of those uses has a different meaning. A reader applying ordinary rules of interpretation will struggle to reconcile them.
This is not a problem that affects only poorly drafted documents. It runs through standard-form contracts, legislation and procedural rules that have been in use for decades. Recognising this more and more English-speaking countries have started to impose legislation and guidelines for official documents and forms. An example of this is the US Plain Writing Act of 2010, which required federal agencies to use must instead of shall when imposing requirements. However, the approach has become known as the ABC rule because it was first championed by Australian, British and Canadian drafters – jurisdictions that share a common law drafting tradition with a long history of plain English reform. Bryan Garner, editor-in-chief of Black’s Law Dictionary and the most widely read authority on legal writing in the English-speaking world, is unambiguous: “Delete every shall.”
Once you remove shall, you need to be precise about what each sentence actually means. There are four modals doing real work in modern English legal drafting, and they are not interchangeable.
Must imposes an obligation. It is the cleanest replacement for the vast majority of shall uses. Unlike shall, it cannot be used to express futurity, which makes it considerably harder to misread. “The Buyer must pay the Purchase Price within 30 days” leaves no room for the argument that payment is merely intended rather than required.
Will describes a future state or a factual consequence, not an obligation. It is appropriate where you are describing what will happen rather than what a party is required to do. “The Agreement will terminate on the Expiry Date” states a consequence. “The Buyer will pay” states an intention. If payment is an obligation, will is the wrong word, though the meaning will be understood the same way.
May confers a discretion or right. “The Seller may terminate this Agreement on 30 days’ written notice.” Nothing in that sentence is mandatory. May should never be used where you mean must.
Should appears in some drafting contexts to indicate a recommendation or a soft obligation, but it has no consistent place in commercial contract drafting. If an obligation is binding, use must. If it is not, consider whether it belongs in the document at all.
Many Polish lawyers working in English have been trained that shall is the correct word for contractual obligations and that using it throughout a document is the mark of careful drafting. That was once a defensible position. It is less defensible now, and it rests on the assumption that shall is in fact used consistently – which, in practice, it rarely is.
If you are drafting a document from scratch, remove shall entirely and replace it with must, will or may according to what you actually mean. The document will be more readable and considerably less ambiguous.
If you are working with an existing template or precedent that uses shall throughout, the minimum requirement is consistency. Every obligation must use the same modal. Mixing shall, will and must across obligations in the same document creates genuine uncertainty about which obligations are binding and which are not.
Inconsistent – common in translated contracts:
“The Seller will deliver the goods within 14 days of the Order Date. The Buyer shall inspect the goods within five business days of delivery. The Seller must issue a VAT invoice within seven days of delivery.”
A reader applying standard rules of interpretation will ask why three different modals have been used. Do they signal three different levels of obligation? Is the seller’s delivery obligation merely an expression of intention, while the inspection obligation is binding? The document does not say, and the drafter probably did not mean any of it.
Consistent, using must throughout:
“The Seller must deliver the goods within 14 days of the Order Date. The Buyer must inspect the goods within five business days of delivery. The Seller must issue a VAT invoice within seven days of delivery.”
Every obligation is expressed in the same terms. No reader can argue that one is stronger or weaker than another.
Consistent, using shall throughout (acceptable but increasingly dated):
“The Seller shall deliver the goods within 14 days of the Order Date. The Buyer shall inspect the goods within 5 business days of delivery. The Seller shall issue a VAT invoice within 7 days of delivery.”
If the document you are working in uses shall consistently throughout and you are not in a position to revise it wholesale, keep using shall for obligations and will for future states. The key word is consistently. One modal for obligations, one for future states, and may for discretions – applied without exception.
The modal verb problem is particularly acute in Polish-English translation, because Polish source documents typically do not distinguish between these concepts at the level of individual words. The translator makes a choice, often unconsciously, and that choice runs through the document. A native English proofreader reading for precision will spot the inconsistency; the English-speaking counterparty’s lawyer certainly will.
Once a term is defined in a contract, use it exactly as defined – capitalised, and unchanged throughout the document. Using synonyms for defined terms is a common error in documents translated from Polish, where stylistic variation is natural and valued. In English legal drafting, variation implies a different meaning.
Synonym variation – appears in almost every translation:
“This Agreement is entered into between ABC sp. z o.o. (the ‘Seller’) and XYZ GmbH (the ‘Buyer’)... The vendor must deliver the goods to the purchaser at the address specified by the Buyer...”
Defined terms used consistently:
“This Agreement is entered into between ABC sp. z o.o. (the ‘Seller’) and XYZ GmbH (the ‘Buyer’)... The Seller must deliver the goods to the Buyer at the address specified by the Buyer...”
‘Promptly’, ‘without delay’, ‘as soon as possible’, ‘within a reasonable time’ – these are common in English contracts but they invite disputes about what they actually require. Where a deadline matters, state it.
Vague:
“The Seller will deliver the documents as soon as possible after signing.”
Specific:
“The Seller will deliver the documents within five business days of the date of this Agreement.”
Some Polish legal concepts do not map cleanly onto English law. The three that come up most often in practice are worth examining individually, because the translation choices carry real legal consequences.
Rękojmia is the seller’s statutory warranty liability under the Polish Civil Code. It arises by operation of law rather than by contract, which already distinguishes it from most English law equivalents. "Statutory warranty" is a reasonable working translation, but it should be accompanied by an explanation of what the Polish statute actually requires, since an English reader will not assume the same scope or remedies.
Zadatek is sometimes translated as "earnest money", which at least signals to an English reader that something more than a simple advance payment is involved. The comparison is useful as an orientation point – earnest money in common law jurisdictions is also a deposit that signals commitment and carries forfeiture consequences if a party withdraws. The difference is that zadatek’s forfeiture mechanics are statutory and automatic under the Polish Civil Code: the buyer who withdraws loses the zadatek, the seller who withdraws owes double. In common law, forfeiture consequences depend entirely on what the contract says, not on any underlying statute. "Earnest money" gets you closer than "deposit" does, but the statutory mechanism behind zadatek still needs to be explained explicitly.
Kara umowna is often rendered as "liquidated damages" in English, but this is arguably the least accurate of the three translations and the most likely to mislead. Liquidated damages in English law must represent a genuine pre-estimate of loss at the time of contracting; courts will strike down a clause they consider to be a penalty rather than a compensatory sum. Kara umowna operates under no such constraint – it is explicitly a contractual penalty and Polish courts treat it as such. Calling it liquidated damages tells a common law reader that a legal framework applies which does not. "Contractual penalty" is the more honest translation. It is plain English, immediately understood and, crucially, it makes no false claims about the governing legal concept. An English lawyer reading "contractual penalty" knows what it means and knows to check the governing law before assuming anything further. An English lawyer reading "liquidated damages" may assume a great deal that is simply wrong.
For each of these concepts, you have three options: use the Polish term and define it in the English document; use the closest English equivalent and note the differences; or explain the Polish concept in full. Which option is right depends on the purpose of the document and its audience.
What is never right is to reach for the nearest English term and leave it there. Rękojmia is not quite a statutory warranty, zadatek is not quite earnest money and kara umowna is not liquidated damages. Each of those near-equivalents is a starting point, not a solution.
English legal writing has changed considerably over the past 30 years. Plain English drafting principles – promoted by the Law Commission, adopted by the courts, and now standard in most major UK and US law firms – have replaced much of the archaic formality that once characterised the profession. Polish legal English has not always kept up with this shift.
The following expressions appear regularly in Polish legal documents written in English. Most are direct translations of standard Polish legal usage, or have become outdated in English writing. In contemporary English legal practice, they range from mildly dated to actively awkward.
‘The undersigned hereby respectfully declares...’ → use: ‘[Party name] declares...’
‘...hereinafter referred to as...’ → use the defined term in brackets on first use only: (the ‘Buyer’)
‘Pursuant to the provisions of Article...’ → use: ‘Under Article...’ or ‘In accordance with Article...’
‘The Party of the First Part...’ → use the party’s defined name
‘Under pain of invalidity’ → use: ‘or will be invalid’ or simply restructure: ‘Any notice that does not comply with this clause will be invalid.’ The Polish formula pod rygorem nieważności is a standard drafting device, but its literal translation produces English that no native drafter would write. State the consequence directly.
‘Null and void’ → use: ‘void’ or ‘invalid’, depending on what you mean. The phrase null and void is a doublet – two words meaning roughly the same thing, joined by habit rather than by necessity. It survives in English legal writing largely through inertia. Void and invalid are not identical in legal meaning, and you should choose the right one for your context, but either is cleaner and more precise than the paired formula.
‘In whole or in part’ → use ‘any part of’ where that reads naturally. ‘In whole or in part’ is not wrong, and is found, but does not sound entirely natural to a native reader. ‘Any part of’ includes the whole part of by default. "The Buyer may terminate this Agreement if the Seller fails to deliver the goods in whole or in part within the agreed timeframe," becomes "The Buyer may terminate this Agreement if the Seller fails to deliver any part of the goods within the agreed timeframe."
‘Inter alia’ (and especially its abbreviated form ‘i.a.’) → use: ‘among others’ or ‘including’. Latin tags have been retreating from English legal writing for decades and inter alia is one of the last to cling on in translated documents. The abbreviated form i.a. is particularly problematic: it is unfamiliar to many native English readers and easily confused with other abbreviations. ‘Among others’ is plain English and says exactly the same thing. Where the context is a list, ‘including’ often works better still and is shorter.
A note on Latin generally: inter alia, mutatis mutandis, bona fide and similar Latin phrases are not a sign of legal sophistication in modern English drafting. They are a sign that the drafter has not yet decided what they actually want to say in English. Where a Latin tag is genuinely the most precise option – and there are a few – use it and define it. Where it is a habit carried over from Polish legal education, replace it.
Polish formal correspondence capitalises Pan, Pani and their associated pronouns as a mark of respect. This convention has no equivalent in English. Capitalising ‘You’ and ‘Your’ mid-sentence in an English letter or document looks wrong to any English reader. It is one of the most instantly recognisable markers of a Polish-authored English document.
Polish capitalisation convention imported into English:
“We would kindly ask You to provide Us with the documents at Your earliest convenience and thank You in advance for Your cooperation.”
Standard English business register:
“Please provide the documents at your earliest convenience. Thank you in advance.”
Polish legal writing uses the passive voice extensively, partly because impersonal constructions are grammatically natural in Polish. Transferred into English, the result is prose that is needlessly indirect and, in contractual contexts, can obscure who actually bears an obligation.
‘Payment must be made within 30 days’ does not specify who must make payment. ‘The Buyer must pay within 30 days’ does. In contract drafting, the passive voice should be used only where the actor is genuinely unknown or irrelevant. In legal opinions, it often masks the author’s responsibility for a conclusion.
Polish legal opinions tend to be more discursive and more heavily hedged than their English counterparts. Where a Polish opinion might spend several paragraphs on qualifications before reaching a conclusion, an English client – particularly one from a common law background – expects a clear answer followed by the necessary qualifications, not the other way around.
Excessive hedging reads as uncertainty about the legal position rather than appropriate professional caution. Use qualifications where they are genuinely needed. State them briefly. Then give your conclusion.
There is another habit worth naming directly. Polish lawyers sometimes feel, consciously or not, that length justifies the fee – that a long and detailed opinion demonstrates the effort invested and the depth of knowledge behind it. This instinct is understandable, but it tends to produce the opposite effect on a foreign client. A CFO in London or a general counsel in Frankfurt is not reading your opinion to assess how much work went into it. They are reading it to find out what the answer is and what they need to do about it. Every paragraph they have to wade through before reaching that answer is a small frustration, and a long sequence of qualifications before any conclusion is reached can feel, to a common law reader, less like thoroughness and more like evasion.
The most impressive legal opinions are not the longest ones. They are the ones that identify the issue precisely, answer it clearly and deal with the qualifications efficiently. A client who finishes reading your opinion knowing exactly where they stand will trust your judgment far more than one who finishes reading it wondering what you actually think.
Every lawyer knows they should not be the sole reviewer of their own work. In Polish, you have colleagues, partners and the instinct of a native speaker to fall back on. In English, even very competent non-native writers face a structural problem: you cannot reliably hear what you cannot hear.
The errors in sections 1 to 4 of this guide are, for the most part, invisible to their authors. Not because the authors are careless – they are usually anything but – but because the errors do not sound wrong to a non-native ear.
Automated tools have improved significantly. They catch outright grammatical errors and many common mistakes. They do not catch:
What automated tools miss in legal documents:
False friends – ‘actual’ used where ‘current’ is meant; ‘eventually’ where ‘possibly’ is meant
Inconsistent modal verbs – mixing ‘shall’ and ‘will’ for obligations
Defined term inconsistencies – ‘Seller’ in one clause, ‘vendor’ in another
Register mismatches – archaic formulae sitting next to plain English
Sentences that are grammatically correct but do not read naturally to a native speaker
Calques – grammatically valid but idiomatically wrong phrases translated directly from Polish
The comma before ‘that’ – grammatically wrong in English, normal in Polish
Not every document needs a native-speaker review. Internal working documents, routine correspondence, and draft versions shared only between Polish speakers can go without.
The calculation changes when the document will be read by a native English speaker, used in legal proceedings, form part of a transaction, or represent your firm to an international client. For those documents, the question is not whether native-speaker review adds value – it does, reliably – but whether the cost is proportionate.
For a 200-page due diligence report or an ICC arbitration submission, it clearly is. For a half-page cover letter to a foreign client, maybe not. For a contract governing a significant cross-border transaction, the answer depends on what is at stake if something is misread.
A few practical points that make the process faster and the result better. Send the document in an editable format – Word allows track changes to be enabled, so you can see what the proofreader has changed – important as the proofreader may be experienced, but is unlikely to be a lawyer. If the English is a translation, include any Polish source documents: a proofreader can then check whether the English reflects the Polish intent, not just whether the English is grammatically correct.
Flag any sections you are uncertain about. Note any terminology that is deliberately unusual – a term of art, a defined term carried over from another document in the same transaction – so that the proofreader does not ‘correct’ something that is intentionally there.
Legal documents are confidential. Any professional proofreader working with law firms should be willing to sign an NDA before beginning work. This is standard practice and should be offered without hesitation.
The Polish legal profession produces excellent English. The errors described in this guide are refinements, not failures – the difference between English that is correct and English that reads as though it was written by a native speaker. For most purposes that difference does not matter. For the purposes that matter most, it does.
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