Contracts concluded by regions, municipalities, state-owned companies and other entities managing public funds must be published in the Register of Contracts. In addition to the text of the contract itself, the so-called metadata must be filled in, i.e. basic information about the contract such as the contracting parties, the subject matter and the price. If the metadata do not contain the price, the contract is not considered published. If the error is not corrected within three months of the conclusion of the contract, the contract is deemed cancelled ab initio. The exception is clerical or arithmetical errors, which can be corrected at any time.
What constitutes a clerical or arithmetical error was addressed by the Czech Supreme Court in its recent decision Case No. 23 Cdo 1630/2025.
A region and a public transport company, acting as clients, concluded a contract for work with a construction company for the reconstruction of bridges for approximately CZK 330 million excluding VAT. The clients subsequently sued the construction company for a contractual penalty of more than CZK 10 million. The reasons were exceeding the agreed extent of tram service closures, delay in handing over the work and delay in remedying one defect.
The construction company, however, argued that the contract for work had been cancelled ab initio. Although the region published the correct text of the contract in the Register of Contracts, it entered an incorrect price in the metadata. Instead of the total price, only the portion attributable to the region as one of the clients was stated. Moreover, VAT was added to this amount, even though the contract stated the price excluding VAT and invoicing was to be carried out under the reverse charge regime. The region only entered the correct price more than a year later, and similar errors were repeated in all three amendments. If the contract was cancelled ab initio, the clients would not be entitled to the contractual penalty.
The clients argued that this was a clerical and arithmetical error which can be corrected at any time, and that the contract was therefore not cancelled. In their view, the correct price was also evident directly from the published text of the contract.
The lower courts did not accept the clients’ defence. Only the region then appealed to the Supreme Court. The Supreme Court sided with the construction company. According to the court, a clerical or arithmetical error can only be an obvious and momentary failure when transcribing data from the contract, such as a typo, transposed digits or an incorrect sum. However, if the person filling in the metadata enters different information because they misjudged what should be published, it is not a clerical or arithmetical error. Regarding the specific case, the court stated: “In the present case, the entry of incorrect information on the price of the contract for work in the published metadata was not the result of an administrative error caused by an obvious and momentary failure in the mental (in the sense of arithmetical) or mechanical activity of the [region’s] employee when transcribing the data from the contract, but an error in her judgement as to which information from the contract was to be published.”
The Supreme Court also rejected the argument that the correct price was visible in the contract. The register is searched by metadata, and if the price is stated incorrectly, the public may not find the contract at all, which defeats the purpose of the law. The contract was therefore cancelled ab initio and no entitlement to the contractual penalty arose.
The decision shows that filling in the metadata is not a mere formality. They should be checked not only by the party publishing the contract but also by the other contracting party, as the consequences affect both, and these consequences can be truly fundamental.
This text is an automatic translation that has not been manually reviewed by a human. The article is for information purposes only.
