Dobre obyczaje i zasady współżycia społecznego w prawie spółek handlowych
Good Practices and Rules of Social Conduct in Corporate Law

Summary/Abstract: Both the general clause of rules of social conduct and the one of good practices apply incorporate relations – both internal and external ones. However, in internal relations of commercialcompanies, these clauses are accounted for to the same extent the provisions of the civil code areapplied due to the nature of the legal relation of a commercial company (Art 2 of the Code of Commercial Companies). The diversity of opinions concerning the essence of both clauses results fromthe presence of indeterminate phrases in them. What is indicated in both cases is the reference to, primarily, moral and social norms, honesty and decency. The specific concurrence of general rules of social conduct and good practices in the relationsof commercial companies occurs when the same aspect is subject to appraisal in different companies, applying one or the other clause. This is the consequence of the civil code applying mainlythe clause of rules of social conduct whereas the code of commercial companies – the one of goodpractices, and the definition of the mutual relation of both codes as the one of lex generalis – lexspecialis (Art. 2 of the Code of Commercial Companies). Such a concurrence of both clauses isprimarily present on two planes: the appraisal of the scope of the freedom of contract in formingcontracts of commercial companies (Art. 3 of the Code of Commercial Companies) and actionsagainst company resolutions.It seems that it needs to be adopted that as regards the code of commercial companies theclause of “good practices” is equivalent to the one of ‘rules of social conduct’ that is present in the Civil Code. Due to the wide scope of application of these clauses, it seems most justified to recognisethat they establish a certain model of appropriate honest and decent conduct in human relations. They can be seen as a kind of a conglomerate of social norms of various origin, that is norms thatcan be justified on moral, social, organisational or even economic grounds.

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