Contracts Concluded Through Email and Messaging Applications

With the accelerating digital transformation taking place in Egypt’s investment and trade climate, companies and investors no longer need to be physically present to sign agreements. Contracts concluded through email and messaging applications, such as WhatsApp and WeChat, have become a cornerstone of the daily transactions of local and international companies.

Nevertheless, this operational development raises precise legal challenges concerning the evidentiary value of such correspondence, the existence of the essential elements of a contract, and the extent to which these communications are legally recognised before the Egyptian courts.

This guide is directed at foreign and local companies, import and export companies, and international law firms seeking to understand the Egyptian legal framework governing these digital transactions.

The Egyptian Legal Framework Governing the Evidentiary Value of Digital Correspondence

Egyptian law does not recognise digital transactions indiscriminately. Instead, such transactions are subject to an integrated legislative framework that balances commercial flexibility with the strict requirements of legal evidence. The relevant legal framework is based on two principal laws.

1. Egyptian Electronic Signature Law No. 15 of 2004

This Law constitutes the foundation for recognising digital transactions. Under its provisions, electronic documents and correspondence have the same evidentiary value as private instruments, provided that they satisfy the technical and technological requirements prescribed by the Law’s Executive Regulations.

These requirements ensure the integrity of the content, prevent tampering, and establish a reliable connection between the contracting parties.

2. Anti-Information Technology Crimes Law No. 175 of 2008

This Law strengthened the legal value of digital evidence. Article (11) provides that evidence derived from electronic data and information, including messages exchanged through email or instant messaging applications, has the same evidentiary value as criminal, civil, or commercial evidence, provided that it satisfies the technical requirements and undergoes the approved technical examination.

How Are the Elements of a Contract Formed Through Email and Applications?

The general rules governing the theory of contract under the Egyptian Civil Code apply to digital transactions, but through mechanisms suited to their virtual nature.

• Digital offer and acceptance: The offer consists of sending a draft contract or the terms of the transaction by email. Acceptance is established once the other party sends an express response indicating consent, such as: “Approved,” “Agreed,” or “Approved.”
• Virtual contracting session: Contracting by email is considered a contract between absent parties in terms of time and place. Under Article (97) of the Egyptian Civil Code, the contract is deemed concluded at the place and time when the offeror becomes aware of the acceptance, unless an agreement or legal provision provides otherwise.
• Instant correspondence: Instant correspondence, whether through video or live conversation, may be treated as contracting between present parties as to time and between absent parties as to place.

Legal and Commercial Risks of Unregulated Digital Contracting

Careless reliance on digital correspondence without a sound legal framework exposes companies to several serious risks, including the following:

• Risks of denying the signature or identity: Any party may easily claim that its email or messaging application account was hacked, or that an employee without legal authority and acting outside the scope of their powers sent the approval. This weakens the contract’s evidentiary value before the courts.
• Ambiguity of terms and obligations: Conversations conducted through instant messaging applications are often brief, which may result in the omission of essential provisions, such as the applicable law, dispute resolution forum, liability exclusions, and force majeure.
• Difficulty of technical proof: In the event of a dispute, the court may reject printed conversations (Screenshots) as conclusive evidence if the opposing party challenges them as forged or altered. The appointment of an expert from the Ministry of Justice to examine email servers or telephones may then be required, which is a complex and time-consuming procedure.

Considerations for International Clients and Cross-Border Companies

For multinational companies and foreign law firms negotiating with parties in Egypt, several key considerations must be taken into account.

• Signing and management authority: It must be verified that the person handling the correspondence has the authority to sign and bind the company under the commercial register or a notarised and translated official power of attorney, particularly when drafting contracts concluded through email and messaging applications.
• International recognition of the qualified electronic signature: A signature written on a phone screen or a scanned copy (Scan) differs from the “qualified electronic signature” licensed by the Information Technology Industry Development Agency (ITIDA) in Egypt. Major contracts require an official electronic signature to ensure their prompt enforceability.

Common Errors in Digital Contracting

1. Confusing negotiations with the final contract: Statements indicating preliminary consent may be interpreted by the Egyptian courts as final acceptance creating contractual obligations before the agreement has been completed.
2. Failure to include an “official correspondence” clause: Failing to identify exclusive email addresses in the principal contract for correspondence and judicial and operational notices.
3. Complete reliance on informal messaging applications: Agreeing to supply or shipping transactions worth millions of dollars through short text messages without drafting a structured contract addendum.

Practical Best Practices for Protecting Your Company

To avoid complex judicial disputes and ensure commercial enforceability, companies should adopt clear protocols when using digital correspondence during negotiations and contracting.

When Is the Assistance of a Specialist Lawyer or Local Counsel in Egypt Required?

Drafting cross-border or domestic commercial contracts through digital means is not merely a technical process. It is a legal process requiring a thorough understanding of the Egyptian judicial system. Legal counsel should be involved in the following circumstances:

• Structuring major commercial and logistics transactions to ensure the drafting of digital delegation provisions that leave no room for ambiguity.
• When a commercial dispute is based on evidence derived from emails or messaging applications, requiring the preparation of legal pleadings before the Egyptian Economic Courts.
• When foreign law firms require a local lawyer (Local Counsel) to examine whether digital agreements comply with the mandatory provisions of Egyptian law, including consumer, investment, and customs laws.

How Can Specialist Legal Support Help?

At El Rouby Law Firm, we provide an integrated legal support framework designed to ensure that our local and international clients benefit from the highest levels of commercial security and regulatory compliance.

• Regulatory compliance: We ensure that your digital company’s contracting mechanisms comply with the Egyptian Electronic Signature Law and the Anti-Information Technology Crimes Law.
• Risk management and contract drafting: We draft internal regulations and robust contractual provisions that precisely determine when an email becomes legally binding and when it remains part of the negotiation process.
• Dispute prevention: We review existing digital correspondence and agreements to assess the company’s legal position and address gaps before they escalate.
• Negotiation, settlement, litigation, and arbitration: We have extensive experience representing companies before the Economic Courts and arbitration centres in disputes arising from electronic evidence and contracts.
• Representation before Egyptian authorities: We handle the process of obtaining the necessary licences and approving digital signatures for foreign companies before the Information Technology Industry Development Agency (ITIDA) and the relevant governmental authorities.

Conclusion

Digital transactions provide companies with exceptional flexibility, but they remain exposed to legal risks unless they are governed by a sound legal framework consistent with Egyptian laws. Protecting your investments begins with the proactive organisation of digital agreements.

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Frequently Asked Questions

Does a message sent through WhatsApp constitute a binding contract under Egyptian law?

Yes. It may be binding if it contains an express offer and acceptance and satisfies the essential elements of a contract. It also has evidentiary value as digital evidence under the Anti-Information Technology Crimes Law, unless its authenticity or integrity is disproved.

Is scanning a handwritten signature and sending it by email sufficient to approve major contracts?

A scanned signature, handwritten and then scanned, is considered a private instrument and may be susceptible to challenge by denial. For important commercial contracts, the use of a qualified, encrypted electronic signature officially licensed in Egypt is recommended to ensure the highest degree of evidentiary value.

What happens if the other party argues that an unauthorised employee sent the approval email?

In such a case, the availability of “apparent authority” and the employee’s operational powers will be examined. To avoid this issue, approvals should be required to originate from specific and exclusive email addresses identified in the contract’s correspondence clause.

Do the Egyptian Economic Courts recognise emails written in English?

Yes, they do. However, when submitted as evidence before the Egyptian courts, the email must be translated into Arabic through an official translation certified by the Egyptian Ministry of Justice.

How can the authenticity of digital correspondence be established if the opposing party denies it?

This may be established by submitting the original digital copies, rather than mere screenshots. The court may order technical examination through the appointment of a specialist expert from the Ministry of Justice or the Ministry of Communications to examine the accounts and servers and verify the integrity of the data.