04 May 2025

Remote Conclusion of Contracts in Russia

May 4, 2025

BRACE Law Firm ©

Negotiating contract terms via messengers and exchanging documents by email have long been standard business practices. This is convenient because it eliminates the need to wait for mail or courier delivery, allowing work to begin as soon as possible. Disputes arise when one party loses interest in performing the contract and seeks a way to exit with minimal losses.

In this article, we examine the options for the remote signing of contracts permitted by civil legislation, as well as how to safely coordinate contract terms and sign a contract remotely.

In What Form Can a Contract Be Concluded?

By its legal nature, a contract is a bilateral or multilateral transaction. The procedure for its conclusion is regulated by Chapter 28 of the Civil Code of the Russian Federation (Civil Code), Conclusion of a Contract, and Chapter 9 of the Civil Code, Transactions.

According to Article 158 of the Civil Code, transactions may be concluded in oral or written form. We will not consider the oral form of contracts, as the possibility of using it in business is limited and falls outside the scope of this article. The written form, in turn, can be either simple written or notarial.

As a general rule, the following are concluded in simple written form:

transactions between legal entities and between legal entities and individuals;
transactions between individuals for an amount exceeding 10,000 rubles.

Exception: if mandatory notarization is required for a contract, which implies the verification of the legality of the transaction by a notary. Mandatory notarization is required for contracts if directly provided for by law or by agreement of the parties. This applies to a limited number of transactions that, due to their specific nature, require additional guarantees of reliability. For example, by law, the following are subject to notarization:

rent contracts (Article 584 of the Civil Code);
contracts for the alienation of shares in the right of common ownership of real estate or mortgage contracts for such shares (Article 42 of Federal Law No. 218-FZ dated July 13, 2015, On State Registration of Real Estate);
contracts for the alienation of shares in the charter capital of a limited liability company (Article 21 of Federal Law No. 14-FZ dated February 8, 1998, On Limited Liability Companies);
contracts derived from a notarized main contract (preliminary contracts, pledge agreements, etc.), as well as several others.

Thus, companies conclude most contracts in simple written form. Below, we analyze the methods the law allows for their drafting.

Methods for Concluding a Written Contract

Contracts may be executed using the methods established by paragraphs 2 and 3 of Article 434 of the Civil Code. Let us consider the methods permitted by law for complying with the simple written form of a contract.

1. A contract in the form of a single paper document.

In accordance with paragraph 2 of Article 434 of the Civil Code, a contract in written form may be concluded by drawing up a single document (including an electronic one) signed by the parties.

Thus, the conventional classical form of a contract assumes its execution on paper and signing by authorized persons. The civil legislation does not establish any special requirements for its details. The main requirement is that the parties reach an agreement on all material terms of the contract (paragraph 1 of Article 432 of the Civil Code). The following are material terms:

the subject matter of the contract;
terms defined as material by law (for example, for purchase and sale agreements, these are the name and quantity of the goods; for construction contracts, the name and deadlines for the work);
terms upon which an agreement must be reached at the request of one of the parties.

Notably, defining the material terms in a contract is also necessary when using other methods of concluding contracts, as failure to do so carries the risk of the contract being declared unconcluded.

The Civil Code establishes cases where a contract can be concluded only by drawing up a single document signed by the parties. These include contracts for the sale of real estate, the sale of an enterprise, the lease of a building or structure, and the lease of an enterprise.

Although this is one of the safest ways to conclude a contract, it is not always convenient, especially for counterparties located far from each other.

2. A contract in the form of an electronic document.

Another possible option is signing a contract in the form of an electronic document. Since October 2019,[1] the possibility of concluding a contract in electronic form was expressly codified in paragraph 2 of Article 434 of the Civil Code.

An electronic document is documented information presented in electronic form, i.e., in a form suitable for human perception using electronic computers, as well as for transmission over information and telecommunications networks or processing in information systems (Article 2 of Federal Law No. 149-FZ dated July 27, 2006, On Information, Information Technologies, and Information Protection).

Concluding a contract in the form of an electronic document is possible through various systems and services: in electronic document management systems (the "EDM"), through online services or special programs, on trading platforms, on company websites where such a feature is implemented, etc. Electronic documents are signed with an electronic signature.

Federal Law No. 63-FZ dated April 6, 2011, On Electronic Signature, provides for three types of electronic signature:

simple (a signature that, through the use of codes, passwords, or other means, confirms the fact of its creation by a specific person);
enhanced unqualified (a signature obtained as a result of cryptographic transformation of information using an electronic signature key; it allows for the identification of the person who signed the electronic document and the detection of any changes made to the document after it was signed);
enhanced qualified (a signature that meets all the criteria of an unqualified electronic signature but has a higher degree of protection: the signature verification key is specified in a qualified certificate; it is created using cryptographic protection tools certified by the FSB, and only accredited certification centers are entitled to issue such signatures).

Under Article 6 of the aforementioned law, information signed with an enhanced qualified electronic signature is recognized as an electronic document equivalent to a paper document signed with a handwritten signature and may be used in any legal relationship in accordance with legislation. Information signed with a simple electronic signature or an unqualified electronic signature is recognized as an electronic document only if provided for by an agreement between the participants in the electronic interaction.

Thus, if a contract is sent and signed through EDM Operators and specialized platforms using a UKEP, no additional agreements are required. In other cases, the rules for electronic document management with counterparties must be fixed in an EDM Agreement or directly in the contract.

For instance, in Case No. A32-15770/2019,[2] Company S. (the contractor) filed a claim in arbitration court against Company Yu. (the customer) to recover a debt for work performed in the amount of 1,124,378 rubles. The defendant did not admit the claim, arguing that it did not send orders for the work and did not sign an agreement to switch to electronic document management. During the proceedings, it was established that the parties exchanged electronic documents via the Diadoc system through an EDM Operator. Orders for work, KS-2 certificates of acceptance of work performed, and KS-3 certificates of the cost of work performed and expenses were signed with the enhanced qualified electronic signatures of the representatives of the plaintiff and the defendant. The court recognized the documents signed with a UKEP as legal, despite the fact that the contract did not provide for the transition to electronic document management. The claim was satisfied in full.

Notably, in practice, it is more convenient for both counterparties to execute an EDM agreement or include a corresponding clause in the contract. This reduces the risk of disputes. Such agreements usually specify:

the operators and services through which EDM will be conducted;
which documents will be signed using EDM;
whether a hybrid system for signing documents (both electronic and paper) is provided for;
confidentiality provisions;
the procedure for determining the authority of signatories other than those entitled to act on behalf of the organization without a power of attorney.

3. A contract concluded by exchanging letters, telegrams, electronic documents, or other data.

Paragraph 2 of Article 434 of the Civil Code expressly provides for the possibility of concluding a contract not only in the form of a single document but also by exchanging letters, telegrams, electronic documents, or other data, including those transmitted by counterparties to each other using various technical means. The main condition is that the technical means must allow the content of the contract to be reproduced on a tangible medium in an unchanged form and must contain the material terms of the contract (Article 160 of the Civil Code).

One common practical method is the exchange of scanned copies via the email addresses of the parties' representatives. In judicial practice regarding this method of contract conclusion, the legal position of the Supreme Arbitration Court of the Russian Federation (SAC RF), set forth in Resolution of the Presidium of the SAC RF No. 18002/12 dated November 12, 2013, is actively applied, containing the following conclusions:

the absence of an agreement on the exchange of electronic documents between the parties to the correspondence, as well as the absence of a digital electronic signature in the documents sent and received (even if such an agreement exists), is not a violation of the requirements of the law and therefore does not result in the unconditional impossibility of using documents and materials exchanged via email as evidence;
receiving or sending a message using an email address known as the email of the person themselves or the business email of their competent employee serves as evidence of these actions being performed by the person themselves unless they prove otherwise.

Based on this position, in most cases, courts recognize the legal force of contracts that the parties signed and transmitted via email if the parties do not dispute the data and do not claim falsification.

For example, in Case No. A40-171779/2022 [3], Company P. (the supplier) filed a claim in arbitration court against Company M. (the buyer) to recover penalties for late payment for ordered goods in the amount of 730,145 rubles. In support of its claims, the plaintiff referred to a contract concluded by exchanging scanned copies. The defendant argued that the parties had agreed on a one-time supply and that payment for the goods was made based on an invoice. Verifying the plaintiff's arguments, the court invited the parties to provide explanations regarding the ownership of the email addresses and information about the employees who conducted electronic correspondence from said addresses. The defendant stated that the persons mentioned in the correspondence were not its employees and the email addresses were not related to the defendant, which was confirmed by data from the Pension Fund of the Russian Federation. The plaintiff presented no evidence to the contrary. The court concluded that the parties had not executed a contract in simple written form in which a condition for recovering penalties could have been agreed upon. The recovery of penalties was denied.

In addition to exchanging scanned copies of paper documents, contracts are concluded in practice using other technical means. For example, by adhering to a contract on a website, using smartphone applications, etc. This conclusion is also supported by the Constitutional Court of the Russian Federation in the position set forth in Ruling No. 462-O dated February 27, 2024.[4]

In that case, Citizen S. filed a claim in a court of general jurisdiction to declare a loan agreement invalid and apply the consequences of the invalidity of the transaction. The court established that the loan agreement was concluded in a personal account within a remote banking system by entering a login, password, and confirmation code sent by the bank to the phone. The denial of the claims served as the basis for an appeal to the Constitutional Court of the Russian Federation. The court concluded that the provision in paragraph 2 of Article 434 of the Civil Code regarding the possibility of concluding a contract by methods other than the execution of a single document signed by the parties does not contradict the Constitution of the Russian Federation. However, courts should verify the factual circumstances of the case to determine if the transaction was made through fraud or as a result of other unlawful actions by third parties, as well as to check the good faith of the parties.

Thus, to avoid disputes, it is advisable to provide for such a method of signing in the contract and specify the email addresses the parties will use. When concluding a contract using special software and technical means, we recommend informing counterparties in detail about the procedure and terms for concluding contracts.

4. Concluding a contract by accepting an offer.

The written form can also be complied with by sending an offer (a proposal to conclude a contract) and its acceptance (the agreement to the proposal) by the other party. The rules on offer and acceptance are codified in Articles 435–445 of the Civil Code.

According to paragraph 1 of Article 435 of the Civil Code, an offer is a proposal addressed to one or more specific persons that is sufficiently definite and expresses the intention of the person making the proposal to consider themselves as having concluded a contract with the addressee who accepts the proposal.

Thus, as a general rule, an offer must meet the following criteria:

be addressed to a specific person or persons;
express the company's intention to conclude a contract;
contain material terms for contracts of that type;
contain a deadline for its acceptance.

In practice, an offer proposal can take various forms. In particular, an offer can be sent to a counterparty by email or by publishing it on a website. According to the position of the Supreme Court of the Russian Federation set forth in Resolution of the Plenum No. 49 dated December 25, 2018, On Certain Issues of Application of General Provisions of the Civil Code of the Russian Federation on the Conclusion and Interpretation of a Contract, the signature of the offeror is not required to recognize a proposal as an offer if the circumstances allow for the reliable identification of the person who sent it.

For instance, in Case No. A13-17046/2021 [5], a Joint-Stock Company (the supplier) filed a claim against a Company (the buyer) to recover a debt of 171,129 rubles and interest for the use of other people's funds in the amount of 6,945 rubles. The plaintiff argued that the defendant had unilaterally refused to accept and pay for the goods ordered. During the proceedings, it was established that a request for the supply of goods was sent from the email of the defendant's employee to the plaintiff's email. In response, the plaintiff issued an invoice specifying the cost of the goods and the estimated delivery time. The defendant's employee sent a letter of guarantee requesting to start the work and guaranteed payment for the goods. Subsequently, the defendant's director refused to pay, arguing that the letter of guarantee was created by inserting a photo of his signature and seal, and that the specified employee was not authorized to make decisions on behalf of the organization. The court noted that correspondence had also been conducted via email under previously concluded contracts between the parties, and the same employee had acted on behalf of the defendant. The court concluded that the letter of guarantee constituted an acceptance of the supplier's offer. The claim was satisfied in full.

Acceptance is the response of the person to whom the offer is addressed regarding its acceptance (paragraph 1 of Article 438 of the Civil Code). Acceptance must be full and unconditional. Silence or a proposal to change the terms of the offer is not recognized as acceptance.

For instance, in Case No. A41-34785/2019 [6], the court stated that sending a protocol of disagreements in response to a proposal to conclude a contract cannot be regarded as an act of acceptance and therefore cannot serve as evidence of the conclusion of the contract as a whole.

At the same time, the performance by the person who received the offer, within the period established for its acceptance, of actions to fulfill the terms of the contract specified therein (shipment of goods, provision of services, performance of work, payment of the corresponding amount, etc.) is considered acceptance.

In Case No. A40-142624/2024 [7], a Joint-Stock Company (the supplier) filed a statement of claim against a Company (the buyer) to recover a fine of 1,515,100 rubles for excessive idle time of railcars during unloading. As justification for the claims, it was stated that a cement supply contract was concluded between the plaintiff and the defendant, the terms of which provided for a 3-day period for the buyer to unload railcars at the station. A fine in a fixed monetary amount was provided for each day of excessive idle time. The defendant delayed the unloading of the goods by 798 days, which led to the court filing. In court, the defendant alleged an abuse of right by the plaintiff, expressed in the inclusion of clauses on the disputed penalty in the supply terms without giving the defendant the opportunity to influence their content.

As established during the trial, the proposal to conclude the contract was sent to the defendant as an electronic document; some of the offer terms were contained directly in this document, while others were posted on the plaintiff's website. The defendant signed the received document. The court concluded that the parties concluded the contract by accepting the offer. It was also noted that the terms of the offer provided for the possibility, upon the Buyer's written request, to execute the supply terms as a document signed on paper or using EDM. However, the defendant did not exercise this option. The court recognized the plaintiff's claims as justified but reduced the amount of the fine based on Article 333 of the Civil Code to 900,000 rubles.

Messengers have been actively used to coordinate contract terms in recent years. In this regard, the question arises as to whether an exchange of messages in a messenger constitutes an offer and acceptance. Can Emojis (graphic images included in the text of an electronic message or web page) be regarded as acceptance? In Russian judicial practice, unlike in European and American practice, there are few such cases yet, but the very fact of their appearance indicates a certain transformation of contract law in Russia.

In Case No. A32-36944/2022,[8] Individual Entrepreneur A. filed a claim against Individual Entrepreneur R. to recover 480,000 rubles in unjust enrichment and 2,998 rubles in interest for the use of other people's funds.

As established during the trial, a purchase and sale agreement for a mobile kiosk was concluded between the defendant (the seller) and the plaintiff (the buyer). Under the terms of the contract, the color of the goods was to be agreed upon by the parties additionally. The buyer paid the seller an advance of 480,000 rubles. However, the kiosk was not transferred to the buyer within the timeframe established by the contract, which led to the court filing. The defendant argued that the parties did not conclude an additional agreement to the contract regarding the color of the kiosk, which made it impossible to perform the contract. The plaintiff submitted WhatsApp correspondence to the court, showing that the parties discussed the color and dimensions of the kiosk. The defendant wrote: "Okay, yellow stripe (1003) on a white background" and received an emoji in response: "thumbs up." The court concluded that the emoji meant "okay" and that the color was agreed upon. The claim was satisfied. The appellate court upheld this decision.

In another case, No. A28-2634/2023 [9], the court concluded that the WhatsApp correspondence submitted by the defendant did not contain words or expressions whose literal meaning or general sense would indicate that the defendant informed the buyer of the readiness of the goods for shipment (on the possibility or necessity of receiving the goods, etc.). An emoji in response to a photo of the goods does not mean that the buyer perceived it as a notification of readiness for shipment. The court also took into account correspondence regarding previous supplies, which showed that the date and time of loading were specifically agreed upon.

As we can see, coordinating contract terms using messengers still carries significant legal risks for companies. Consequently, we recommend limiting the use of messengers to pre-contractual negotiations and using methods provided by law for formalizing obligations. If communication regarding contract performance is necessary — for example, submitting requests through messengers — the contract should provide for the exchange of documents via such communication channels, specifying the email addresses and phone numbers of the responsible persons.

Consequences of Non-Compliance with the Simple Written Form of a Contract

Failure to comply with the requirements for concluding a contract in the form of a single document, when such a form is mandatory, will result in its invalidity and, consequently, the obligation to return everything received under the transaction or, if return in kind is impossible, to compensate for its value (paragraph 2 of Article 167 of the Civil Code).

In other cases, failure to comply with the simple written form of a contract deprives the parties of the right to rely on witness testimony in the event of a dispute to confirm the transaction and its terms. It is permissible to provide written and other evidence: correspondence, invoices, and certificates of work performed (paragraph 1 of Article 162 of the Civil Code). However, if the court does not recognize such evidence as reliable or admissible, the contract may be declared unconcluded, and one may lose the opportunity to:

compel performance of the contract on the terms agreed by the parties;
recover contractual penalties and fines in the event of improper performance;
recover losses associated with the other party's refusal to perform such a contract, etc.

For instance, in Case No. A40-12850/2022,[10] Company L. (the customer) and Company M. (the contractor) concluded a contract for the comprehensive maintenance of customers' office equipment. The customer did not pay for the services rendered, and the contractor filed a claim to recover a debt of 5,770,920 rubles. Disagreements arose between the parties regarding the volume of services rendered and cartridges supplied. The courts concluded that the contract lacked an agreed-upon condition regarding payment by the defendant for cartridges supplied to customers and regarding the existence of grounds for calculating and withholding penalties for late payment. Furthermore, the courts rejected the plaintiff's references to electronic correspondence as evidence of its position. A debt of 323,386 rubles was recovered from the defendant. Only the Supreme Court of the Russian Federation noted that the court's refusal to recognize "screenshots" of the parties' electronic correspondence as admissible evidence without discussing the reliability of the information reflected in them deprived the plaintiff of the opportunity to justify its position with other evidence (a notarized protocol of examination of evidence).

To summarize, we draw the following conclusions:

The emergence of new technical means and opportunities for transmitting information leads to an increase in the methods through which a contract can be embodied.
An analysis of judicial practice shows that courts are increasingly moving away from a formal approach and are recognizing the coordination of contract terms in emails and messages.
At the same time, non-compliance with the requirements of civil legislation regarding the form and methods of coordinating contract terms carries various legal risks for the parties.
When concluding a contract, it is necessary to check the requirements established by civil legislation regarding the form of the transaction.

It is also necessary to understand that any means of communication can have legal significance. Since contracts are concluded by exchanging documents in most cases by a company's commercial department rather than by lawyers, detailed instructions should be developed for the employees of these departments regarding the procedure for actions.

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References

[1] Federal Law No. 34-FZ dated March 18, 2019, On Amendments to Parts One, Two, and Article 1124 of Part Three of the Civil Code of the Russian Federation.

[2] Resolution of the Arbitration Court of the North Caucasus District No. F08-4388/2020 dated July 13, 2020, in Case No. A32-15770/2019.

[3] Resolution of the Ninth Arbitration Appellate Court No. 09AP-10598/2023 dated June 8, 2023, in Case No. A40-171779/2022.

[4] Ruling of the Constitutional Court of the Russian Federation No. 462-O dated February 27, 2024, On the Refusal to Accept for Consideration the Complaint of Citizen Sergey Aleksandrovich Safronov Regarding the Violation of His Constitutional Rights by Paragraphs 2 and 3 of Article 434 of the Civil Code of the Russian Federation.

[5] Resolution of the Arbitration Court of the North-Western District No. F07-19231/2022 dated December 6, 2022, in Case No. A13-17046/2021.

[6] Ruling of the Supreme Court of the Russian Federation No. 305-ES20-12101 dated September 11, 2020, in Case No. A41-34785/2019.

[7] Resolution of the Arbitration Court of the Moscow District No. F05-3215/2025 dated March 31, 2025, in Case No. A40-142624/2024.

[8] Resolution of the Fifteenth Arbitration Appellate Court No. 15AP-8889/2023 dated June 29, 2023, in Case No. A32-36944/2022.

[9] Resolution of the Second Arbitration Appellate Court No. 02AP-5712/2023 dated October 30, 2023, in Case No. A28-2634/2023.

[10] Ruling of the Supreme Court of the Russian Federation No. 305-ES24-9646 dated July 4, 2024, in Case No. A40-12850/2022.