The principle of limited duration of obligation relationship
1) The principle of limited duration of obligation relationship (limited binding with an obligation relationship) shall be considered as one of the rules of obligation law of normative character being a principle subject to the principle of freedom. This rule can also be applied in the case of a relative relationship which is not an obligation relationship.
2) The norm which expresses the rule of limited duration is of an absolutely binding character.
3) The basic value underlying the legitimacy of the limited duration principle is the principle of freedom expressed in Art. 31 point 1 and 2 of the Constitution of the Republic of Poland. A universal character of this regulation makes it possible to relate the principle of freedom to both public and private legal relationships.
4) As far as private law is concerned justification of the limited duration principle in the directive approach, i.e. as a principle which is a norm, can be derived from both general regulations (Art. 353 and 3651 of the Civil Code) and special regulations (e.g. Art. 593 § 1, Art. 661, 695 § 1, Art. 7646 § 2 of the Civil Code, Art. 338 of the Commercial Companies Code).
5) The principle of freedom shall be applied to every civil law entity, considering the differences occurring between particular types of entities. The principle of freedom protects the freedom of parties to an obligation relationship, third parties and freedom of participants of trade who are not closely identified.
6) A private law entity is the recipient of the principle of limited duration of obligation relationship.
7) The limited duration principle is applicable exclusively to legal acts as the only instrument which can be used by civil law entities to construct obligation relationships binding them.
8) The limited duration principle expresses a ban to construct a legal act in a manner which would lead to excessive binding with an obligation relationship as far as time aspect is concerned. This principle is applicable to all aspects of obligation duration, but first and foremost it serves to verify the basic (main) expiry mechanism.
9) As regards continuous obligations, the consequences of the limited duration principle are particularly as follows: (1) ban on concluding agreements for definite time with the end-date which is too distant in time; (2) ban on concluding agreements for indefinite time, with regard to Art. 3651 of the Civil Code, including agreements in which such condition binds only one of the parties; (3) ban on concluding agreements for indefinite time with limited right to termination, including agreements in which such condition binds only one of the parties; (4) ban on concluding agreements for indefinite time with excessively long termination notice; (5) ban on concluding agreements aiming at extending the primary agreement concluded for definite time in a manner which would violate the above limitations; (6) ban on concluding agreements whose duration is defined indirectly and which could lead to excessive binding with an obligation relationship in time; (7) ban on concluding agreements subject to unduly long initial term or suspension condition.
10) There is no basis to define abstractly a maximum binding time of an obligation relation duration.
11) The specific realization of the limited duration principle in relation to a particular obligation takes place with regard to inference per analogiam legis as well as general regulations of obligation law (Art. 56, 3531 and 354 of the Civil Code) and the character of performance resulting from a particular obligation relationship.
12) The principle of limited duration of obligation relationship is not absolute. The legislator may introduce some derogations from this principle, which are mainly related to freedom and rights of other parties as well as protection of the public interest.