When "simple correspondence" turns into an obligation
Imagine a situation: two parties agree on price, terms, and delivery conditions. Not at an office desk, but in a messenger app (WhatsApp, email, or a similar channel). The contract document was never printed, and signing it was never even discussed. Later, one party breaches the terms, and when the case goes to court, that party defends itself with the argument: "There is no contract, since no one signed it."
In practice, this argument does not automatically work. Georgian law does not require a written signature for every transaction, and courts have repeatedly examined electronic correspondence, including in the form of email, as evidence of the parties' genuine intent. Before moving to conclusions, one caveat is important: the case law cited below directly concerns email and acknowledgment of debt, not specifically WhatsApp correspondence on contract formation, although the statutory principle the court applies does not depend on the communication channel and equally extends to messaging apps.
What the law requires of a contract's form
Under the Civil Code of Georgia, a contract is concluded when the parties have agreed on all its essential terms, in whatever form is required for that purpose. A special form (for example, a document signed by hand, or notarized certification) is required by law only in defined cases, for example, when disposing of immovable property.
In all other cases, the principle of free form applies: a contract may be concluded orally, through conclusive conduct, or through written correspondence, including electronic. If the law does not require a specific form, failure to observe that form does not render the transaction void.
Why electronic correspondence may "count"
What matters is not the communication channel but the fact that intent was expressed. Under the Civil Code, intent may be expressed in any form from which its content can be unambiguously established, including through a written message. Text correspondence fully meets this requirement: the message is fixed, it is automatically timestamped, and it is technically possible to establish its authorship.
In addition, under the Civil Procedure Code of Georgia, any evidence that was lawfully obtained and is relevant to the case is admissible in court, including the presentation of correspondence directly exchanged between the parties in printed form or as a screenshot.
This differs fundamentally from a covert (obtained without consent) audio recording, which case law treats as inadmissible evidence due to a violation of the inviolability of communication. In case No. as-1155-1101-2014, an audio recording was declared inadmissible where the defendant had secretly recorded a personal conversation with the plaintiff, on the basis of the Constitution of Georgia and Part 3 of Article 103 of the Civil Procedure Code. It is important to understand precisely why this differs from written correspondence: the issue is not whether the recorded conversation was with a "stranger" or with the other party themselves. In both cases it was direct, two-way communication between the plaintiff and defendant. The difference lies in the fact that covert recording requires acting secretly, without notifying the other party, which by itself violates the inviolability of communication; written correspondence, by contrast, is created in written form with the participation of both parties from the outset, and its subsequent retention or presentation in court requires no covert action taken without the other party's knowledge.
What actual case law says
Case law of the Supreme Court of Georgia includes cases where electronic correspondence became the basis for establishing an obligation. In case No. as-746-2019, the appellate court found it established that correspondence conducted from the defendant's own email constituted an acknowledgment of a loan debt.
The defendant attempted to challenge this finding at the cassation level, including on the argument that email could not be considered evidence because it failed to meet the requirements of Article 3 of the Law of Georgia "On Electronic Documents and Electronic Trust Services" (electronic signature/stamp). Precision is needed here: the Cassation Chamber did not examine this case on the merits. It declared the appeal inadmissible, merely noting that the appellate court had reasonably interpreted the party's intent in accordance with Article 52. As a result, the question of the requirement for an electronic signature was not finally or substantively resolved by this case, although it is a fact that the appellate court's finding (that email, without a signature, is sufficient evidence of debt acknowledgment) remained in force, since the Cassation Court found no sufficient grounds to revise it.
The practical conclusion from this is twofold. On one hand, this case shows that appellate courts do genuinely assess unsigned electronic correspondence as evidence of expressed intent, and such an assessment is not automatically reversible on cassation. On the other hand, the argument concerning the necessity of an electronic signature, which opposing parties often raise, has not yet been finally rejected through a substantive ruling of the Supreme Court. It simply could not be examined in this particular case on procedural grounds.
What courts pay attention to in practice
Authorship, whether it is confirmed that the number/account belongs precisely to the opposing party (for example, through contact details specified in a contract, a business card, or prior correspondence).
Completeness of content, whether the correspondence covers all essential terms of the contract (subject matter, price, term), or merely hints at a general intention.
Consistency, whether the parties' subsequent conduct (payments, delivery of goods, invoices) is consistent with the terms reflected in the correspondence.
Form of presentation, an organized, complete export (with dates and numbers) earns far more trust than selectively chosen screenshots.
Practical advice for businesses
Electronic correspondence (whether WhatsApp or email), by its very nature, will never replace a properly drafted written contract, especially when the law directly requires a special form (for example, in real estate transactions). However, in business relationships where negotiations take place through a messenger, it is advisable to:
clearly state the essential terms (price, term, subject matter) in a single message and have the other party confirm them;
periodically reflect the correspondence in a formal document, or move it to email, where establishing authorship is easier;
ensure the contact number/account is linked in advance to the party's identity (in a contract, on a card, or in a formal letter);
keep in mind, in disputed cases, that the question of electronic signatures has not yet been finally settled in practice, so wherever possible it is advisable to use, as an additional safeguard, at least an authenticable channel (for example, a work email already linked to the party).
The absence of a signature does not by itself release a party from an obligation. Georgian law is based on the principle that a contract is the result of the parties' genuine agreement, and form is merely a means of confirming that agreement, not the substance of the agreement itself. Existing case law shows that unsigned electronic correspondence can be sufficient evidence of the existence of an obligation, provided its authorship is proven and its content clearly reflects an agreement reached on the essential terms. Direct cassation practice specifically concerning messenger (WhatsApp) correspondence has not yet developed, although the statutory principle, the priority of the fact of genuine intent over formal requirements, without exceptions, applies equally to any communication channel.
In practice, this means one thing: what you write to a business partner in a messenger app can, in principle, become evidence in court, and you should conduct your business correspondence with this risk in mind.