Introduction

International business is increasingly conducted without paper, physical meetings or handwritten signatures.

A supplier in Türkiye may negotiate a distribution agreement with a German company entirely by email. A software provider in the United States may conclude thousands of contracts each day through an “I Agree” button. A company director may approve a commercial proposal through WhatsApp. A purchaser may sign an acquisition document using an electronic-signature platform while the seller signs from another jurisdiction.

When a dispute arises, however, an apparently simple question becomes legally complex:

Was a legally binding contract actually concluded?

The answer cannot be determined solely by asking whether the parties used paper or an electronic medium.

Modern contract law in many jurisdictions generally recognises the principle that a contract should not lose legal effect merely because it was concluded electronically. UNCITRAL’s international electronic-commerce framework is based upon the principles of non-discrimination, technological neutrality and functional equivalence, allowing electronic communications to perform functions traditionally associated with writing, originals and signatures.

Yet electronic validity does not eliminate ordinary contract-law requirements.

A WhatsApp message, email, click-wrap agreement or electronic signature may create an enforceable agreement only where the applicable law recognises sufficient:

• offer and acceptance;
• intention to create legal relations;
• certainty of essential terms;
• capacity and authority;
• compliance with mandatory formalities;
• and, where relevant, consumer-protection requirements.

In cross-border transactions, another question must also be answered:

Which country’s law decides whether the electronic agreement is valid?

This article examines electronic contracting from an international legal perspective, focusing particularly on email agreements, click-wrap contracts, electronic signatures, WhatsApp approvals, evidence, consumer contracts and transactions involving parties in Türkiye, the European Union and the United States.

1. The Starting Principle: Electronic Does Not Mean Unenforceable

One of the most important developments in modern commercial law is the rejection of the idea that electronic contracts are inherently inferior to paper contracts.

The UNCITRAL Model Law on Electronic Commerce was designed precisely to remove legal barriers created by rules originally drafted for paper transactions. It establishes that information should not be denied legal effect merely because it exists in electronic form and develops criteria through which electronic communications can fulfil traditional legal concepts such as “writing”, “original” and “signature”.

The same philosophy underlies the United Nations Convention on the Use of Electronic Communications in International Contracts 2005.

The Convention seeks to ensure that contracts and communications exchanged electronically in international commerce can receive legal recognition equivalent to their traditional paper counterparts. It also addresses issues such as electronic form requirements, signatures, dispatch and receipt of electronic communications.

The fundamental principle is therefore straightforward:

A contract should generally not be invalid merely because the parties concluded it online.

But this principle answers only the first question.

The second question is whether the particular electronic conduct actually demonstrates contractual consent.

2. Electronic Contract Formation Still Requires Agreement

An electronic contract remains a contract.

Technology changes the method through which intention is communicated, but it does not necessarily change the substantive principles of contract formation.

Consider the following WhatsApp conversation:

Seller: “We can supply 5,000 units at USD 20 each, delivery Istanbul 15 September.”

Buyer: “Agreed. Please proceed.”

Depending upon the applicable law and surrounding circumstances, those messages could potentially establish a binding contract.

By contrast:

Seller: “We are considering USD 20 per unit. Let us discuss tomorrow.”

Buyer: “Sounds good.”

would be considerably less likely to demonstrate final contractual agreement.

The legal issue therefore concerns not the platform itself, but the objective meaning of the communications.

Courts or arbitral tribunals may examine matters including:

• whether the essential commercial terms were agreed;
• whether language indicated final acceptance or continuing negotiations;
• whether the parties expressly required execution of a formal contract;
• whether previous dealings established a pattern of electronic contracting;
• whether performance began following the messages;
• and whether the individual communicating had authority to bind the company.

A message saying “we agree” can have very different consequences from one saying “subject to final contract”.

3. Can an Email Create a Binding Contract?

Yes, potentially.

Commercial contracts are frequently formed through an exchange of emails even where no single document entitled “Contract” is signed.

Suppose a Turkish manufacturer sends an email to a French distributor stating:

“We confirm the sale of 100 tonnes at EUR 800 per tonne, delivery Marseille in October, payment within 30 days.”

The distributor replies:

“Confirmed and accepted.”

If the applicable law does not impose a special form requirement and the communications demonstrate final agreement, a court may find that a contract was concluded.

An electronic signature platform is not necessarily required for every contract.

The decisive issue may simply be whether there was a sufficiently clear offer and acceptance.

This reflects a broader point found in the UNCITRAL Electronic Communications Convention: the Convention itself does not require electronic contracts generally to use an electronic signature, because many legal systems do not impose a signature requirement for every contract.

4. “Subject to Contract” and Similar Reservations

Businesses frequently negotiate commercial transactions through dozens or hundreds of emails.

This creates a serious risk of accidental contract formation.

Parties wishing to avoid being bound before formal execution commonly use expressions such as:

“Subject to contract.”

“Non-binding.”

“For discussion purposes only.”

“No agreement shall become binding until executed by both parties.”

These statements can be extremely important.

Without such reservations, prolonged email negotiations may eventually contain every element necessary for contract formation.

The parties may believe they are still negotiating while a court concludes that they have already agreed.

For cross-border transactions, transaction documents should therefore state clearly whether electronic communications before signature are intended to have contractual effect.

5. Email Signatures Versus Electronic Signatures

The expression “electronic signature” covers several different technologies.

A person may:

• type their name at the end of an email;
• paste an image of a handwritten signature into a PDF;
• click a digital “Sign” button;
• use an electronic-signature platform;
• sign through certificate-based cryptographic technology;
• or use a legally recognised qualified electronic signature.

These methods do not necessarily have identical evidential or legal consequences.

This leads to an essential distinction:

A method may be sufficient to demonstrate consent without necessarily having the same statutory status as a handwritten signature.

For ordinary contracts where no special legal form is required, an email or simpler electronic method may be sufficient.

Where legislation specifically requires a signed writing, however, a more sophisticated electronic-signature method may be necessary.

6. The European Union: eIDAS and Electronic Signatures

Electronic signatures within the European Union are principally governed by the eIDAS Regulation, Regulation (EU) No 910/2014, subsequently amended through Regulation (EU) 2024/1183 as part of the European Digital Identity Framework.

Article 25 of eIDAS establishes two particularly important principles.

First, an electronic signature cannot be denied legal effect or admissibility as evidence solely because it is electronic or because it does not satisfy the requirements for a qualified electronic signature.

Second, a Qualified Electronic Signature (“QES”) has the equivalent legal effect of a handwritten signature. A qualified signature based upon a qualified certificate issued in one Member State must also be recognised as qualified in other Member States.

This distinction is fundamental.

It would be incorrect to say:

“Only qualified electronic signatures are legally valid in Europe.”

That is too broad.

An ordinary electronic signature can still have legal effect and evidential value.

What distinguishes the QES is the statutory equivalence to handwritten signature.

The Court of Justice of the European Union has similarly explained that eIDAS prevents an electronic signature from being rejected merely because of its electronic form, while leaving many questions about the legal consequences of non-qualified signatures to national law.

7. eIDAS 2.0 Does Not Abolish National Contract Formalities

Another important misconception is that eIDAS makes every transaction capable of being concluded electronically.

It does not.

The amended regulation expressly states that it does not displace EU or national laws relating to the conclusion and validity of contracts or specific legal or procedural form requirements.

Accordingly, even a technically sophisticated electronic signature cannot necessarily bypass mandatory rules requiring:

• notarisation;
• registration;
• witnesses;
• official deeds;
• or other specific formal procedures.

A business must therefore ask two separate questions:

Is this electronic signature legally recognised?

and

Is electronic signing legally sufficient for this particular transaction?

Those questions are not identical.

8. The United States: The E-SIGN Act

The United States adopted a similarly technology-friendly approach through the federal Electronic Signatures in Global and National Commerce Act (“E-SIGN Act”).

Under 15 U.S.C. § 7001, a signature, contract or record relating to interstate or foreign commerce may not be denied legal effect merely because it is electronic. Likewise, a contract cannot be denied enforceability solely because an electronic record or electronic signature was used in its formation.

This makes electronic contracting broadly possible in U.S. interstate and international commercial transactions.

However, the legislation does not eliminate every substantive legal requirement and does not force every party to accept electronic transactions.

Moreover, E-SIGN contains specific statutory exceptions.

The federal regime does not apply in the same manner, for example, to certain wills and testamentary trusts, adoption and divorce matters, specified court documents and certain other specially regulated notices.

The general lesson is again clear:

Electronic contracting is broadly recognised, but special-form transactions require separate analysis.

9. Click-Wrap Agreements

A click-wrap agreement normally requires a user actively to indicate consent.

A typical example is:

☐ I agree to the Terms and Conditions

followed by:

Create Account

or

Purchase

This is generally one of the strongest forms of online contracting because the user performs an affirmative act associated with contractual consent.

U.S. courts have repeatedly focused on whether online terms were reasonably conspicuous and whether the user objectively manifested assent.

For example, the New York Court of Appeals in Wu v. Uber Technologies, Inc. concluded that a click-wrap process could create a binding agreement where users were clearly informed that contractual terms applied, could access them through visible hyperlinks and affirmatively confirmed acceptance.

The practical lesson for businesses is simple:

Do not hide the contract.

The user interface should make it clear that the user is performing a legally significant act.

10. Browse-Wrap Agreements Are More Problematic

Browse-wrap arrangements are weaker.

Instead of requiring affirmative acceptance, a website may provide terms through a link at the bottom of the page and state that use of the website constitutes agreement.

Users may therefore use the service without ever clicking “I Agree”.

Courts have historically subjected such arrangements to greater scrutiny.

In Nguyen v. Barnes & Noble, the U.S. Court of Appeals for the Ninth Circuit rejected enforcement where the website design did not provide sufficient notice of the relevant terms to a reasonably prudent user.

Modern case law therefore tends to focus less on the label attached to the design—“click-wrap”, “browse-wrap” or “sign-in-wrap”—and more upon:

notice + opportunity to review + objective manifestation of assent.

The New York Court of Appeals has similarly emphasised that online-contract formation depends upon reasonably conspicuous presentation and conduct objectively showing agreement.

For businesses, a mandatory checkbox positioned immediately beside a clear contractual notice is therefore generally safer than burying Terms of Service in a footer.

11. Consumer Contracts Require Additional Protection

Digital contract law changes considerably when the customer is a consumer.

Commercial parties may possess relatively broad contractual freedom.

Consumer transactions are subject to mandatory information, transparency, withdrawal and fairness requirements in many jurisdictions.

Under Article 8 of the EU Consumer Rights Directive, where an electronically concluded distance contract imposes a payment obligation, the trader must clearly inform the consumer before ordering and ensure that the consumer explicitly acknowledges the obligation to pay.

Where an online order uses a button, the wording must unambiguously indicate that the order creates an obligation to pay. Failure to comply can mean the consumer is not bound by the order.

This illustrates an important principle:

A technically valid click does not necessarily satisfy consumer law.

The interface itself can determine enforceability.

12. Can a WhatsApp Message Create a Contract?

Potentially, yes.

There is no universal international rule stating that “WhatsApp contracts are valid” or “WhatsApp contracts are invalid”.

The correct legal analysis is more sophisticated.

A WhatsApp conversation can perform several different functions.

It may constitute:

• negotiation;
• an offer;
• acceptance;
• variation of an existing agreement;
• acknowledgement of debt;
• instruction to perform;
• evidence of a separate oral agreement;
• or merely informal discussion.

The legal effect depends on the applicable law and the content and context of the communications.

Consider:

“I confirm our company accepts your offer of EUR 250,000. Delivery shall be on 1 November under the terms attached yesterday.”

This message is much more likely to demonstrate contractual consent than:

“EUR 250,000 looks OK. Let us prepare the paperwork.”

The communication medium is identical.

The intention is not.

13. The Authority Problem in WhatsApp and Email Contracting

One of the greatest commercial risks involving electronic communications is not the authenticity of the message.

It is authority.

Suppose a procurement manager sends:

“Deal confirmed.”

Was that employee authorised to enter a EUR 5 million contract?

A company may later argue:

“Our employee had authority to negotiate, but not authority to conclude the transaction.”

Electronic contract disputes therefore frequently involve questions of actual authority, apparent authority, internal approval procedures and subsequent ratification.

A business should not assume that a message from a corporate email address or WhatsApp number automatically binds the company.

The question is whether the person had legal power to create the relevant obligation.

For high-value cross-border transactions, counterparty authority should therefore be verified through corporate documents, powers of attorney, board resolutions or other appropriate documentation where necessary.

14. Can a WhatsApp Message Satisfy a Legal Written-Form Requirement?

This is much more difficult.

There is a major distinction between:

a contract that can be concluded without any formal requirement

and

a transaction that must legally be in signed written form.

Where no mandatory written form exists, a WhatsApp exchange may be sufficient to establish contractual consent.

Where statute requires a signed writing, however, a normal WhatsApp message may not satisfy the required form.

The answer depends on national law.

This distinction is especially important under Turkish law.

15. Electronic Contracts Under Turkish Law

Turkish contract law adopts a generally form-free approach.

Article 12 of the Turkish Code of Obligations No. 6098 provides that, unless otherwise stipulated by law, contracts are not subject to a particular form for validity.

Where legislation does prescribe a form, however, that requirement is generally treated as a condition of validity.

Accordingly, many ordinary commercial contracts can in principle be created through electronic communications if the parties’ mutually corresponding intentions can be established.

This means that email or WhatsApp communications should not automatically be dismissed as “informal” under Turkish law.

The real question is whether the particular contract is subject to a statutory form requirement.

16. Secure Electronic Signatures Under Turkish Law

Turkish law provides significantly stronger legal status to the secure electronic signature.

Articles 14 and 15 of the Turkish Code of Obligations recognise texts that can be transmitted and stored using a secure electronic signature as satisfying written form in applicable circumstances, and provide that a secure electronic signature produces the legal consequences of a handwritten signature.

The Electronic Signature Law No. 5070 provides the principal statutory framework.

Türkiye’s Information and Communication Technologies Authority (“BTK”) confirms that a secure electronic signature produces the same legal effect as a handwritten signature and benefits from enhanced evidential treatment.

This distinction matters substantially in litigation.

A simple WhatsApp “approved” message and a document executed with a secure electronic signature are both electronic, but they do not necessarily possess the same formal or evidential status.

17. Electronic Evidence in Turkish Litigation

Electronic communications can also be important even where they do not independently satisfy a statutory contract-form requirement.

Under Article 199 of the Turkish Code of Civil Procedure, electronic data capable of proving disputed facts fall within the concept of a “document”.

Article 205 further provides that electronic data properly created with a secure electronic signature have the status of a deed for evidentiary purposes.

Consequently, material such as:

• WhatsApp correspondence;
• email exchanges;
• electronic invoices;
• platform records;
• photographs;
• digital files;
• and system logs

may become highly relevant evidence.

But again:

Evidence of an agreement and compliance with a mandatory validity form are separate questions.

A WhatsApp conversation may strongly prove what the parties discussed without necessarily curing failure to satisfy a mandatory statutory form.

18. Türkiye’s Electronic Commerce Framework

Türkiye also regulates electronic commercial transactions through Law No. 6563 on the Regulation of Electronic Commerce and its secondary legislation.

The legislation covers contracts made through electronic communication tools and imposes obligations concerning matters such as electronic commerce and provision of information. The Ministry of Trade continues to maintain and update the regulatory framework concerning electronic commerce.

Therefore, an online business operating in Türkiye must consider more than general contract formation.

Depending upon the transaction, the legal analysis may also involve:

• consumer law;
• e-commerce legislation;
• personal-data protection;
• electronic communications;
• advertising rules;
• payment regulations;
• and sector-specific requirements.

19. Cross-Border Contracts: Which Country’s Law Applies?

Electronic contracting becomes substantially more complicated when the parties are located in different jurisdictions.

Suppose:

• the seller is Turkish;
• the buyer is German;
• negotiations occur through WhatsApp;
• the server is located in Ireland;
• payment is in USD;
• goods are delivered to Poland;
• and the Terms and Conditions specify English law.

Which country’s rules determine whether a valid contract exists?

The answer usually depends on private international law.

In EU-connected contractual disputes, the Rome I Regulation provides an important framework.

Article 3 generally recognises party autonomy, meaning the parties can select the law governing their contract.

For cross-border contracts concluded between persons in different countries, Article 11 provides flexible rules concerning formal validity, potentially recognising a contract if it satisfies the formal requirements of the governing law, the law of certain relevant countries where the parties are present, or their habitual residence, subject to important exceptions.

20. Consumer Contracts Are Different in Cross-Border Transactions

Party autonomy is more restricted where consumers are involved.

Under Rome I Article 6, where a trader directs its activities to the consumer’s country, a choice-of-law clause generally cannot deprive the consumer of mandatory protections available under the law that would otherwise apply, typically linked to the consumer’s habitual residence.

This has significant consequences for international e-commerce.

A company cannot necessarily avoid European consumer protections merely by inserting:

“This agreement shall be governed by the law of State X.”

into its website Terms of Service.

Mandatory consumer rules may continue to apply.

21. Special-Form Transactions Remain the Main Danger

Businesses should be particularly careful with transactions involving legal formalities.

Examples can include, depending on jurisdiction:

• transfers of interests in real property;
• guarantees or suretyships;
• certain financial instruments;
• wills;
• family-law transactions;
• notarised corporate acts;
• transfers requiring public registration;
• and documents subject to witnessing requirements.

A message stating “I accept” may show genuine intent but still fail to create the intended legal transaction if the governing law requires a particular form.

The digital-contract analysis should therefore begin with:

Does this type of transaction require a special form?

Only after answering that question should parties consider whether email, WhatsApp, a standard e-signature or a qualified/secure electronic signature is sufficient.

22. Scanned Signatures and PDF Contracts

Commercial parties frequently:

1. print a contract;
2. sign it in handwriting;
3. scan the signature page;
4. email the PDF.

This method is widely used in international commerce.

For ordinary contracts, it may provide strong evidence of contractual assent.

However, a scanned handwritten signature is not necessarily legally identical to a certificate-based qualified electronic signature.

The scanned signature can create authentication questions:

• Who inserted the signature?
• Was the page altered?
• Was authority verified?
• Which version was signed?
• Was the document subsequently modified?

Electronic-signature platforms can reduce some of these evidential risks by maintaining audit information concerning authentication, timestamps, document integrity and signing events.

That evidentiary advantage may be commercially important even where a simple scanned signature would technically be sufficient to conclude the contract.

23. Evidence Preservation Is Critical

Digital evidence is easily lost.

Employees leave companies.

WhatsApp accounts disappear.

Emails are deleted.

Phones are replaced.

Cloud accounts are closed.

URLs and online terms change.

Businesses entering significant digital contracts should therefore preserve evidence showing:

• the complete contractual text;
• date and time of acceptance;
• identity of the user;
• authentication records;
• relevant IP or device information where lawfully collected;
• audit trails;
• versions of Terms and Conditions;
• emails leading to execution;
• corporate authority;
• and attachments incorporated into the agreement.

A screenshot alone may not always provide the strongest evidence because it may fail to preserve metadata or prove authenticity.

The more important the transaction, the stronger the audit trail should be.

24. Version Control in Online Terms and Conditions

Another major risk concerns changing online terms.

A company may update its Terms of Service several times each year.

Three years later, a dispute arises.

Which version did the customer accept?

The business should be capable of proving:

• the terms presented at the relevant time;
• when the customer accepted them;
• how the terms were displayed;
• which version number applied;
• and whether later amendments were validly incorporated.

This can be especially important for arbitration clauses, jurisdiction agreements, liability exclusions and automatic renewal provisions.

Simply producing the company’s current website terms may prove very little about what the user accepted years earlier.

25. Contract Amendments by Email or WhatsApp

Electronic communications can create problems even after a formal contract has been signed.

Suppose an executed agreement states:

“Any amendment must be in writing and signed by authorised representatives of both parties.”

Six months later, company managers agree through WhatsApp to extend delivery by 60 days.

Is the amendment effective?

The answer depends on:

• the wording of the original agreement;
• the governing law;
• whether electronic communications satisfy the agreed amendment form;
• authority;
• waiver or estoppel doctrines;
• and subsequent conduct.

Cross-border contracts should therefore state clearly whether amendments may be made through ordinary email or electronic communications.

26. Arbitration and Jurisdiction Clauses in Online Contracts

Digital contracts often contain arbitration or jurisdiction clauses within Terms and Conditions.

Such clauses deserve special attention.

An online merchant may argue:

“You clicked I Agree, so disputes must be arbitrated in Singapore.”

The customer may respond:

“I never saw the arbitration clause.”

Courts assessing online arbitration agreements frequently examine whether the contractual terms were reasonably conspicuous and whether acceptance was objectively demonstrated.

U.S. case law concerning online platforms shows why interface design can therefore become a jurisdictional issue rather than merely a marketing choice.

For international transactions, businesses should make dispute-resolution clauses particularly visible and ensure that the method of consent satisfies any formal requirements applicable to arbitration agreements.

27. Data Protection and Electronic Contracting

Electronic contracting usually generates personal data.

Platforms may collect:

• names;
• email addresses;
• telephone numbers;
• IP addresses;
• timestamps;
• device information;
• authentication data;
• identification documents;
• and signature certificates.

The company therefore faces two competing objectives.

It must preserve enough information to prove that a contract was validly concluded.

At the same time, it must comply with applicable privacy and data-protection rules concerning lawful processing, retention, security and international data transfers.

A sophisticated electronic-contracting system should consequently involve coordination between:

contract law + evidence law + cybersecurity + data protection.

28. International Best Practice for Businesses

For high-value cross-border commercial agreements, relying on a casual message saying “OK” creates unnecessary litigation risk.

A stronger digital contracting process should ensure that the parties’ intention, identity, authority and contractual terms can later be demonstrated objectively.

The most important practical measures are:

1. Choose governing law and dispute resolution expressly.
2. State whether negotiations are binding or subject to formal execution.
3. Identify authorised signatories.
4. Use appropriate electronic-signature technology for the transaction’s value and legal requirements.
5. Use clear affirmative acceptance for online Terms and Conditions.
6. Keep material contractual provisions reasonably conspicuous.
7. Maintain immutable copies of the terms actually accepted.
8. Preserve audit trails and electronic evidence.
9. Check mandatory consumer rules for B2C contracts.
10. Verify whether special statutory formalities apply before relying on electronic execution.

The objective is not simply to create a contract.

It is to create a contract that can still be proved and enforced several years later in another jurisdiction.

29. The Central Distinction: Validity, Signature and Evidence

Many misunderstandings about digital contracts disappear once three separate legal questions are distinguished.

Question One: Was a contract formed?

This concerns offer, acceptance, intent and certainty.

Question Two: Was a particular legal form required?

This concerns statutory or contractual requirements for writing, signature, notarisation, registration or another form.

Question Three: Can the agreement be proved?

This concerns authentication and evidence.

The same WhatsApp conversation may produce three different answers:

Formation: Yes.

Compliance with mandatory written form: No.

Admissible evidence of negotiations: Yes.

These distinctions are fundamental.

30. A Practical Cross-Border Example

Consider a Turkish technology company negotiating with a German distributor.

The companies exchange emails concerning:

• territory;
• annual minimum purchases;
• price;
• exclusivity;
• and duration.

The German director finally sends:

“Everything is agreed. We accept the commercial terms below and look forward to starting on Monday.”

No formal agreement is signed.

Orders begin immediately.

Six months later, the Turkish company appoints a second distributor.

The German company claims breach of an exclusive distribution agreement.

The dispute may require analysis of several different questions.

Was the email intended to create immediate legal obligations?

Had all essential terms been agreed?

Did the director possess authority?

Was execution of a formal agreement a condition precedent?

Which law governed the negotiations?

Did that law require any particular form?

What evidence demonstrates the scope of the exclusivity obligation?

If an arbitration clause appeared only in a draft agreement that was never signed, was that clause itself agreed?

This example demonstrates why the statement:

“There was no handwritten signature, so there was no contract”

is legally unsafe.

The opposite statement—

“There is a WhatsApp message, therefore the contract is definitely binding”

—is equally unsafe.

31. Future Development: Digital Identity and Trust Services

Electronic contracting law is moving beyond traditional e-signature platforms.

The EU’s revised eIDAS framework now extends the regulatory architecture surrounding electronic identity and trust services, including European Digital Identity Wallets, electronic attestations, archiving, electronic ledgers and related trust mechanisms.

UNCITRAL has also continued developing international digital-commerce standards beyond traditional electronic signatures, including texts dealing with identity management, trust services, electronic transferable records and automated contracting.

The future international contract may therefore involve not merely a signature placed on a PDF but verified digital identities, machine-readable credentials, automated performance and digitally authenticated records operating across jurisdictions.

The underlying legal challenge will nevertheless remain familiar:

Can we reliably identify who agreed, what they agreed to and when that agreement became legally effective?

Conclusion

Online agreements can be legally binding.

Email, click-wrap mechanisms, electronic-signature platforms and even WhatsApp communications can, depending upon the applicable law and circumstances, create enforceable contractual obligations.

The modern international approach is generally based upon technological neutrality: a transaction should not be invalid merely because parties communicate electronically. UNCITRAL’s electronic-commerce framework, the EU’s eIDAS regime, the U.S. E-SIGN Act and Türkiye’s electronic-signature legislation all reflect this broader movement toward legal recognition of electronic transactions.

But electronic contracting does not remove traditional contract law.

The decisive questions remain:

Did the parties intend to be legally bound?

Were the essential contractual terms agreed?

Was the person giving electronic approval authorised to bind the company?

Does the transaction require a legally prescribed form?

Which country’s law applies?

Can the electronic communication be authenticated and proved?

These questions become especially important in cross-border transactions.

A communication that is sufficient to conclude an ordinary commercial contract may be insufficient for a transaction requiring notarisation or another statutory form. A basic electronic signature may have evidential value without receiving the automatic handwritten-signature equivalence accorded to qualified or secure electronic signatures. Consumer contracts may be subject to mandatory laws that cannot be displaced through online Terms of Service.

For Turkish-related transactions, the distinction is particularly clear. Turkish law generally recognises freedom of form for contracts unless legislation provides otherwise, while secure electronic signatures receive the legal consequences of handwritten signatures and enhanced evidential status.

For international businesses, the safest approach is therefore not to ask simply:

“Can we sign this online?”

The correct legal questions are:

“What form does the governing law require, what method of electronic acceptance satisfies that requirement, how will we prove the signer’s identity and authority, and will the agreement remain enforceable if litigation occurs in another country?”

The commercial future of contracting is unquestionably digital.

The principal legal risk is no longer whether electronic agreements can be recognised at all.

It is whether businesses have designed their electronic contracting procedures carefully enough to prove exactly who agreed to what, under which law, and with what legal consequences.

Disclaimer: This article is provided for general legal research and informational purposes only and does not constitute legal advice. The validity of electronic contracts and electronic signatures depends on the governing law, type of transaction, parties involved, applicable formal requirements, consumer rules and evidential circumstances of each case.