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[ Law Firm ] / Specialisations

FACTORING

The lawyers at our firm, led by attorney-at-law Bartosz Nadra, have extensive legal experience spanning more than a decade in advising entities operating in the factoring industry. Factoring is a sector whose legal environment we have supported from the very beginning by actively participating in conferences and industry events and contributing to the development of its legislative framework. We have in-depth knowledge of how the industry operates.

We are known for obtaining high-profile, including landmark, court rulings for the factoring industry, which have subsequently been cited in publications, judicial decisions and submissions prepared by other industry entities.

We have particular experience in litigation involving complex legal aspects of factoring, such as the allocation of liability, liability in solidum, the characteristics of recourse and interference with receivables—including adjustments and set-offs—by factoring clients in their relationships with factoring debtors.

[ What We Do ]

ONGOING LEGAL SUPPORT

  • ongoing support for the factor—including legal opinions, day-to-day enquiries and consultations—and its individual departments and organisational units;
  • strategic and product-related advice;
  • tripartite agreements involving the takeover of a factoring client or factoring debtor, and releases from assignments;
  • ongoing support in relation to active factoring agreements, including annexes, amending agreements and terminations;
  • individually tailored templates for notices of assignment;
  • protecting the factor’s interests in relationships with factoring debtors in disputes concerning the priority of assignments, enforcement seizures and similar matters. We take immediate action to ensure that the priority of a global assignment is respected before tax or enforcement seizures are executed.

CONTRACT TEMPLATE MANAGEMENT

  • legal supervision of the contract templates used by the factor, particularly factoring agreements and terms and conditions or general factoring terms—including reviewing them and proposing amendments resulting from changes in legislation, judicial decisions, positions adopted by the Polish Factors Association and authorities supervising selected matters covered by the templates;
  • legal audits and improvement of the factor’s legal documentation, taking practical account of judicial decisions in factoring cases, particularly those concerning warranties, returns, set-offs, corrective invoices and order cancellations;
  • management of other templates, including various agreements relating to intermediation, B2B cooperation, HR and employment.

SECURITY

Establishing and releasing security for receivables, including:

  • mortgages, including registrations, amendments and mortgage release documents;
  • registered pledges, including registered pledge agreements, registrations and releases;
  • promissory notes and avals, including issuance and individually tailored amendments to promissory-note agreements and declarations;
  • global assignments, assignments of rights under insurance policies and security assignments;
  • declarations of voluntary submission to enforcement;
  • powers of attorney relating to bank accounts;
  • other forms of security, including bespoke solutions such as rights of first refusal, pre-emption rights and transfers of ownership by way of security.

TRAINING

Employee training in the prevention of factoring fraud.

RISK DEPARTMENT SUPPORT

Supporting the factor’s risk department in its analyses and decisions concerning factoring limits and debtor limits by obtaining and legally analysing information and identifying legal risks. This may include obtaining copies of and reviewing a factoring client’s or debtor’s National Court Register files before granting or increasing a factoring or debtor limit, examining pledge-register data and corporate relationships, conducting background checks and auditing the legal status of real estate offered as security.

LITIGATION

Litigation—including cases involving assignments of receivables and warranties—against:

  • factoring debtors;
  • factoring clients;
  • guarantors and in rem debtors;
  • persons liable for a debtor’s obligations, such as management board members or shareholders;
  • parties in unusual cases, such as a person who recklessly confirmed acknowledgement of a debt or receipt of goods, causing an advance to be paid;
  • defendants in actio Pauliana proceedings;
  • claims brought by factoring clients and debtors concerning set-offs, factoring fees, challenges to contractual templates and similar matters.

CRIMINAL CASES AND FRAUD

  • representing the factor as an injured party in criminal proceedings;
  • investigating and uncovering fraud;
  • preparing notifications of suspected criminal offences;
  • conducting criminal cases and supporting law-enforcement authorities in bringing charges;
  • negotiating settlements before law-enforcement authorities;
  • enforcing obligations to remedy damage;
  • supporting the management of sentence enforcement;
  • filing subsidiary indictments and conducting criminal proceedings as an auxiliary prosecutor.

DEBT RECOVERY

  • pre-litigation recovery of debts owed by factoring clients and factoring debtors;
  • court debt recovery proceedings;
  • enforcement proceedings conducted by enforcement officers;
  • non-standard and creative debt recovery, including complex seizures of receivables, security obtained before proceedings are commenced and lawful forms of corporate pressure.

COMPLIANCE

  • product compliance with regulatory requirements;
  • reviewing and ensuring the compliance of solutions and products relating to personal data processing, including GDPR compliance;
  • anti-corruption policies and codes of ethics;
  • complaints procedures;
  • other internal regulations, including those governing powers of attorney, management boards, commercial proxies, authorised representatives, business email monitoring and vehicle monitoring.

[ Experience and Selected Projects ]

SELECTED PROJECTS:

  • Legal audit of factoring documentation for a company that had been operating for several years;
  • Negotiating a settlement under a four-party agreement with one of Poland’s largest retail chains acting as the factoring debtor;
  • Product-related advice, particularly on legally complex matters such as recourse, liability in solidum, releases from assignments and reassignments of receivables;
  • Successfully pursuing an unusual damages claim against the president of a factoring debtor’s management board for causing loss by recklessly confirming receipt of goods that had never been delivered—the proceedings concerned the return of an advance paid to the factoring client;
  • Amicable resolution of a dispute with a leading global automotive group concerning the effectiveness of an assignment under a factoring agreement;
  • Preparing unique notice-of-assignment templates incorporating anti-fraud measures;
  • Fraud prevention, including the development of original anti-fraud solutions for factoring documentation;
  • Representing a factoring company as an injured party before law-enforcement authorities in numerous factoring fraud cases, including filing a subsidiary indictment that resulted in a settlement with the accused management board members;
  • Negotiating and jointly developing procedures for transferring a factoring client from one factor to another, including measures ensuring the effective assignment of receivables;
  • Participating in numerous factoring-related court disputes involving assignments, warranties and factoring fraud, including many cases concluded through settlements;
  • Being the first market participant to independently detect a major factoring carousel fraud in the film industry.

SELECTED FRAUD CASES INVESTIGATED FOR FACTORING COMPANIES:

  • Uncovering fraud committed by a supplier to one of Poland’s largest retail chains in the alcoholic beverages sector, acting in collusion with an employee of the chain, resulting in a four-party settlement;
  • Recovering receivables exceeding PLN 2 million from a company formerly owned by one of Poland’s wealthiest individuals, shortly before its bankruptcy;
  • Uncovering fraud at a printing company employing nearly 200 people, obtaining the only final conviction in proceedings separated into an individual case despite most related cases being suspended following the perpetrator’s flight abroad, and winning civil damages proceedings for a false certification made by the factoring debtor’s president;
  • Recovering receivables from an entrepreneur in a sector supporting power-generation units by securing a compulsory mortgage shortly before the business was transferred to a newly established company in an attempt to move assets beyond the reach of numerous creditors;
  • Securing the conviction of the president of the management board of a company that submitted fictitious invoices for factoring finance;
  • Recovering receivables from a factoring debtor who had disposed of and encumbered three properties by securing claims under actio Pauliana proceedings against subsequent purchasers of the properties;
  • Securing convictions and recovering receivables from factoring debtors in one of Poland’s largest fraud cases in the bicycle industry;
  • Securing the filing of a subsidiary indictment against management board members and a guarantor of a joint-stock company that fraudulently obtained factoring finance for fictitious transactions, resulting in a settlement with the defendants and compensation for the damage;
  • Recovering funds from a group listed on a regulated market through debt-recovery measures involving the exercise of shareholder rights in the listed company;
  • Securing a final criminal conviction for factoring fraud against a relative of a legendary figure in Polish factoring fraud—the heir of the perpetrator of the most notorious fraud in the history of Polish factoring;
  • Securing a criminal conviction for an offence committed to the detriment of a creditor—a factoring company—in connection with the debtor granting irrecoverable loans to members of the debtor company’s management board;
  • Securing a final conviction for fraud involving undisclosed factoring;
  • Providing several years of support to law-enforcement authorities in preparing and filing an indictment in a major carousel factoring fraud case in the stretch-film industry.