A contract is a legally valid agreement that arises through offer and acceptance. Under Dutch law, a signature is not a statutory requirement — in our practice, we see entrepreneurs surprised by obligations they did not consciously enter into. Emails, WhatsApp messages, and order confirmations can constitute full-fledged contracts under the right circumstances. Understanding the mechanics prevents both unintended binding and loss of rights.
What is the legal problem?
Under Dutch law, a contract arises through mutual consent, not through signing. Rules vary internationally: in some legal systems, a signature or written form is mandatory for certain contracts. Uncertainty regarding what qualifies as offer and acceptance leads to legal disputes concerning the existence and content of the contract. In addition, language differences, time zones, and commercial cultural differences play a role.
What does the law say?
Under Dutch law, Article 6:217 of the Civil Code governs formation through offer and acceptance. For most contracts, there is no formal requirement. Written requirements apply to specific contracts, such as consumer credit (Article 7:60 of the Civil Code) and the purchase of immovable property by consumers (Article 7:2 of the Civil Code).
The Vienna Sales Convention, in Article 11 of the CISG, is based on freedom of form. Under French law, Articles 1113-1122 of the Code Civil regulate offer and acceptance without a formal requirement for commercial contracts. Under German law, Section 145 of the German Civil Code (BGB) is the guiding principle. For specific contracts such as sureties (Section 766 BGB), written form is required.
What risks do companies face?
A careless email can result in a binding contract. An order confirmation without objection can constitute tacit acceptance. Conversely, you might believe that a contract exists while your counterparty denies it. Proof of agreements is then a challenge. In international relations, language differences, cultural differences, and time zones can create additional complications.
Practical example from our practice
We represented a Dutch supplier who, after a quotation from a German customer, received the message "Sounds good, let's proceed". The supplier started production. The customer later denied that a contract existed. The judge ruled under Section 8 CISG that the email, together with the conduct and the lack of objection, constituted a binding contract. An order confirmation procedure with formal acceptance would have completely prevented the dispute — and saved the value of approximately 90,000 euros in time and legal fees.
What can you do?
Work with clear order confirmation procedures and confirm contracts in writing. Use standard texts in quotations with acceptance deadlines. Explicitly mark drafts and non-binding communication as subject to contract. Carefully retain emails, chat messages, and notes. Align with Article 6:217 of the Dutch Civil Code. For high-risk contracts: use a qualified electronic signature under eIDAS. See also our article on Electronic signatures in international trade.