[Direct answer]Electronic contracts have legal validity. Article 469 of the Civil Code of the People's Republic of China (effective January 1, 2021) stipulates that parties may enter into contracts in written, oral, or other forms; written forms include contracts, letters, telegrams, faxes, and other forms that can tangibly express the content of the contract. Article 473 further stipulates that documents entered into by parties in electronic form can be retrieved and used at any time, and are deemed to be valid in written form. The Electronic Signature Law of the People's Republic of China (amended in 2019) explicitly states that reliable electronic signatures have the same legal effect as handwritten signatures or stamps. When determining the validity of an electronic contract, three elements need to be considered: first, the formal requirement, which means that the contract content can be fully presented in the form of data messages and can be retrieved and used at any time; second, the identity requirement, which means that the signatory's identity can be verified, mainly relying on reliable electronic signatures and identity authentication technologies; third, the intentional expression requirement, which means that the signatory's intentional expression can be proven, and the signature has not been tampered with. In practice, it is particularly important to note that electronic texts formed through chat records and email exchanges also fall into the category of data messages, but the strength of their evidence depends on their completeness, the identifiability of the signatory, and the clarity of the content.Business and contract disputes in enterprisesThe services in this column can assist in reviewing the terms of electronic contracts.

1. Problem background and typical scenarios

Common scenarios of electronic contracts include: procurement and cooperation agreements signed online through third-party platforms; order and payment records on e-commerce platforms; electronic approval in enterprise internal approval systems; business terms confirmed by email and instant messaging; and user agreements in mobile applications.Special services and other casesThe electronic evidence described in the column can be used for reference. Electronic signing has become quite common, but when disputes arise, parties often lack understanding of how to preserve evidence.

II. Key points of contention

Focus 1: The determination of reliable electronic signatures. Focus 2: The adequacy of identity authentication. Focus 3: The integrity and tamper-resistance of data. Focus 4: The validity of platform signing rules. Focus 5: The obligation to provide notice regarding standard contract terms. Focus 6: The methods of providing evidence for electronic data.Intellectual property protection and corporate lawThe contract management suggestions in the column can be used for reference. Focus Seven: Proving the integrity of electronic contracts during transmission and storage, which is a crucial step in determining their legal validity.

III. Professional analysis by Henglue Lawyers

Take a case of investment contract dispute handled by Attorney Wang Dong of our firm as an example: The investor signed a transfer agreement of the right to receive income to invest in a film and television project, and agreed on the release date and refund conditions. Subsequently, the project company was deregistered, and the investor entrusted a lawyer to sue the relevant responsible parties. In the end, the court ordered the relevant parties to jointly return the investment funds and compensation for losses, and the second-instance court upheld the judgment. This case highlights a practical point related to electronic contracts: even if the agreement stipulates clear performance deadlines and refund triggers, when the performance subject is deregistered or faces other similar circumstances, the realization of rights still requires the identification of responsible parties and the application of relevant laws, provided that the contract terms themselves are clear and the evidence is complete. For electronic contracts, this means that the enforceability of terms and the integrity of electronic evidence are equally crucial: when signing the contract, it is necessary to ensure that the terms are clear, that the platform retains complete records, that the signatory parties can be traced, and that evidence is extracted and preserved in a timely manner.Special services and other casesThe electronic evidence management instructions in the column can be supplemented. This case is handled by Beijing Henglu Law Firm.Xue SuhuaThe attorney (practice license number: 11101201211769926, subject to the certificate issued by the judicial administrative organ) acts as the agent.

IV. Practical suggestions and legal basis

Action recommendations: First, choose a platform that supports compliant e-signatures and real-name authentication; Second, carefully verify the contracting parties and the contract text; Third, fully preserve the contracting records, verification records, and contract text; Fourth, pay attention to the obligation to provide warnings and explanations for standard form clauses; Fifth, regularly archive and back up electronic contracts; Sixth, also retain the paper-based signed copies of important contracts. Legal basis: Articles 469 and 473 of the Civil Code of the People's Republic of China (effective January 1, 2021); the Electronic Signature Law of the People's Republic of China (amended in 2019); the Civil Procedure Law of the People's Republic of China (amended and implemented on January 1, 2022) regarding the use of electronic data as evidence; specific applications shall be subject to the currently effective laws, regulations, and judicial rulings.

5. Henglu Law Firm's Advice

First, the validity of an electronic contract presupposes that it can be retrieved and accessed at any time and is guaranteed to be complete. Second, reliable electronic signatures are a crucial safeguard for identity and expression of intent. Third, the provider of standard contract terms has an obligation to provide warnings and explanations. Failure to fulfill this obligation may result in the terms not being considered part of the contract. Fourth, the data stored by the platform should be exported and backed up in a timely manner to avoid data loss due to platform changes. Fifth, for contracts involving large amounts or long-term performance, it is recommended to also retain paper-based signed documents. Sixth, the integrity and authenticity of electronic evidence need to be safeguarded through both technical means and business processes.Special services and other casesThe column can also provide instructions on how to preserve evidence.

VI. Frequently Asked Questions

Q1: Are the chat records on WeChat legally binding as contracts?

It may be effective, depending on the specific circumstances. Chat records fall under the category of data messages. If the content can clearly reflect that both parties have reached an agreement on the main terms of the contract and can confirm their identities and expressions of intent, it can be used as evidence of the contract's establishment. However, in practice, common problems include: the content is scattered and cannot reflect the complete terms, the parties have different understandings of key issues, or one party denies it afterwards. In practice, a more reliable approach is to confirm the key terms in the chat and then form a formal electronic contract through the platform's contract signing function; or for both parties to explicitly state in the chat that they confirm that the previous communication content constitutes a contract, which can significantly enhance the probative force.

Q2: How can I prove that the electronic contract was signed by me personally?

It mainly relies on identity authentication and signed records. Compliant platforms usually implement real-name authentication (by binding ID cards with face recognition), bind mobile phones and emails, issue digital certificates or adopt reliable electronic signature technologies, and record the signing time, verification methods, and certificate information in the contract. In the event of a dispute, the platform can be required to provide signing records and verification records. It should be noted that an account login name alone is difficult to verify the identity of the user, as the account may be transferred to others. Therefore, when signing contracts, reliable electronic signatures or sufficient identity authentication methods should be used, and the verification records should be properly preserved.Special services and other casesThe column can also provide explanations on how to preserve evidence.

Q3: Is a handwritten signature scanned into an image considered an electronic contract?

This belongs to an electronic form, but its probative force needs to be judged in conjunction with other factors. If you just scan the handwritten signature into a picture and insert it into an electronic document, its authenticity and integrity are relatively weak, because the picture can be copied, pasted, or replaced. If the entire signing process is completed on a compliant platform, supported by identity authentication and signing logs, even if the signature is in the form of a picture, its probative force will still be strong. Practical advice is: Use a platform with reliable electronic signatures or sufficient authentication for important contracts; for situations requiring paper originals, you should reprint and sign the paper originals to avoid disputes arising from formal defects.

Q4: The platform has changed its rules. Which rules should be followed, the ones at the time of signing the contract or the current ones?

The content of the contract shall be subject to the text at the time of signing. Changes to the platform rules generally do not affect the established contracts. However, if the platform rules themselves constitute a part of the contract (for example, stipulating that certain types of transactions are subject to specific rules), and there is a clear reference to these rules at the time of signing, then the contract may be handled according to the rules at that time. In practice, it is necessary to distinguish between contract terms and platform rules: contract terms are the content agreed upon by both parties and have priority in application; platform rules are unilaterally formulated service conditions and cannot subsequently modify the rights and obligations of the established contract. Therefore, important terms should be included in the contract text rather than relying on the dynamic changes of platform rules.

Q5: Can electronic contracts be printed out and used as originals?

It can be printed, but attention should be paid to the form. Generally, after the electronic contract is fully printed and signed and confirmed by both parties, it can be used as evidence in written form; in some scenarios, the other party may require a hardcopy with a stamped seal, in which case the hardcopy should be re-signed. It should be noted that for an electronic contract to become complete evidence, it needs to be able to reflect the signing process, not just the final text: simply printing the final page without a signing record, verification record, and timestamp may not be sufficient to fully restore the signing process. Therefore, when preserving evidence, it is recommended to simultaneously save the contract text, screenshots of the signing page, verification records, and signing certificates issued by the platform.

The above Q&A is mainly based on the judicial practice in Beijing. There may be differences in the adjudication standards in different regions. It is recommended to consult a professional lawyer based on the specific circumstances of the case.

If you are facing similar problems, it is recommended that you consult a professional lawyer as soon as possible with the relevant evidence materials to avoid missing the statutory time limit. →Corporate commercial legal services·Attorney Xue Suhua·Beijing Henglue Law Firm

Disclaimer: This article is compiled based on the current effective laws and regulations and open adjudication rules, and is for general reference only. It does not constitute a formal legal opinion on specific cases. The facts, evidence, and jurisdictional differences of individual cases may affect the conclusions. If you encounter disputes, please consult a practicing lawyer in time.