Freedom of form is the rule

The Swiss Code of Obligations starts from freedom of form: a contract exists once the parties have exchanged matching declarations of intent on the essential points, 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. It means the deals your company closes by email are enforceable — and it means 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; 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 recognise the qualified electronic signature as equivalent to a handwritten one — but that is 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: until signing, there is in principle no contract, however detailed the emails.

The real issue is proof, not validity

In practice, 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.

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, it is worth reviewing the correspondence with a lawyer before acting on either assumption.