Is agreeing by email or WhatsApp legally binding?
Updated
Short answer
Usually, yes. Under Dutch law most agreements don't require a particular form: an offer and a clear acceptance are enough, also by email, WhatsApp or verbally. The risk is in the proof. If the other party later denies what was agreed, you have to show that the agreement existed and what it covered. For some agreements the law also requires a written form.
An agreement comes from offer and acceptance
Dutch law sets no form requirement for most agreements (article 3:37 of the Dutch Civil Code). If someone sends a quote and the other party replies "agreed", there is in principle an agreement. That can also be a WhatsApp message, as long as it's clear that it accepts that offer.
The problem: proof
Whoever relies on an agreement has to prove it. An email or chat message is usable evidence, but the court weighs it freely. Questions that come up: was this really the other party's email address or phone number? Which version of the quote did they agree to? Was the text changed later?
A signed document is stronger. Under Dutch law a private deed, a signed document intended as evidence, provides binding evidence between the parties of what it says, unless proven otherwise. An electronic signature can have the same legal effect as a handwritten one, if the method is sufficiently reliable given the purpose and circumstances (article 3:15a of the Dutch Civil Code).
When does the law require a written form?
For some agreements an email or app is not enough. Examples under Dutch law:
- A non-compete clause and a probation period in an employment contract must be agreed in writing.
- The purchase of a home by a private buyer must be recorded in writing.
- Notarial deeds, such as the transfer of a home or a mortgage, require a notary.
How to record an agreement properly
Send the quote or contract as a PDF for signing instead of asking for an agreement by email. The other party signs through a link, and you get the signed document plus an audit certificate with times, verification and a hash of the document. See signing a quote digitally or signing a contract digitally.
This article is general information, not legal advice. If you're unsure about a specific situation, ask a lawyer.
Frequently asked questions
- Usually, for the same reason: most agreements don't require a particular form. But a verbal agreement is the hardest to prove.
- Giving notice doesn't require a particular form in principle, so email works. Ask for a confirmation of receipt, so you can show when you gave notice.
- It can, if it's clear that it responds to a specific offer. Precisely because that can be disputed later, a signed document is safer.