The Code of Obligations starts from freedom of form (Art. 11 CO). A contract exists once the parties have exchanged matching declarations of intent on the essential points (Art. 1 CO), whatever the medium. An email thread that shows an offer and a clear acceptance is a contract. So is a confirmed order in a chat window, or a phone call. Nothing in Swiss law says a "real" contract needs a signature block, a PDF, or the word "agreement" in the subject line.
That cuts both ways. The deals your company closes by email are enforceable, and you can bind your company faster than you intend to. A reply that reads like acceptance can conclude the contract even if you expected a formal document to follow.
Where the law demands more
For a limited number of contracts, statute prescribes a specific form. Some require a handwritten signature (Art. 13 CO); some require notarisation, real-estate transactions being the classic example. Where such a requirement applies, an ordinary email does not satisfy it and the contract is not validly concluded. Swiss law does treat the qualified electronic signature as equivalent to a handwritten one, but that means a specific, certificate-based signature, not a name typed under an email.
The parties can also raise the bar themselves. If your correspondence or term sheet states that the deal only comes into existence upon signature of a formal contract, that reservation is taken seriously under Art. 16 CO: until signing, there is in principle no contract, however detailed the emails.
The real issue is proof, not validity
Disputes rarely turn on whether email can form a contract. They turn on what exactly was agreed. Which draft was the final one. Whether the price in Tuesday's message survived Thursday's counter-proposal. Whether "sounds good" was acceptance or encouragement.
Long threads, changing attachments and parallel channels make excellent conditions for two honest but different recollections of the same deal. A court then reads the exchange for the parties' real common intention (Art. 18 CO), and whoever asserts the term carries the burden of proof (Art. 8 CC).
What to do
- Say so explicitly when you do not yet intend to be bound. "Subject to signature of a formal agreement" costs one line and removes the ambiguity.
- Before performance starts, confirm the essential terms in a single consolidated message or document, rather than leaving them scattered across a thread.
- Reserve signature requirements deliberately for the deals that warrant them, and then actually observe them.
- Keep the correspondence and version the attachments. In a formless world, your records are your contract.
Whether a particular exchange has already bound your company depends on its precise wording. If the stakes are real, review the correspondence with a lawyer before acting on either assumption.
This is general information, not legal advice. How it applies to your situation depends on the facts, if in doubt, ask.
