[Direct answer]An electronic contract concluded in accordance with the law has the same legal effect as a paper contract. According to Article 469 of the Civil Code (effective January 1, 2021), electronic data exchange, emails, and other data messages that can tangibly represent the content contained therein and can be retrieved and used at any time are deemed to be in written form; according to Article 14 of the Electronic Signature Law (effective April 1, 2005), a reliable electronic signature has the same legal effect as a handwritten signature or a stamped signature. When determining the validity of the contract, the court reviews four aspects: whether the signatory is authentic, whether the expression of intent is complete and consistent, whether the content is legal, and whether the original data is reliable and complete. In the event of a dispute, the original carrier should be preserved and evidence should be fixed in a timely manner. For more details, please refer to the following link:Legal services for corporate commercial and contract disputesAndBeijing Henglue Law Firm.

1. Problem background and typical scenarios

From signing contracts on electronic signature platforms and confirming orders by email, to negotiating prices on WeChat and completing transactions through money transfers, corporate transactions are increasingly conducted online. Consequently, disputes have emerged: the other party denies that the WeChat account was used by the signatory, claims that the content of the electronic contract was tampered with, denies the existence of the agreement by saying "I only sent the screenshots", and questions whether the electronic signature was signed by the signatory himself. It should be noted that electronic contracts are no different from traditional contracts in terms of legal effect, but the difference lies in the form of evidence—whether it can prove the authenticity, integrity, and relevance of the data message often determines the outcome of the case.

II. Key points of contention

  • The reliability of electronic signatures: Whether they meet the requirements of Article 13 of the Electronic Signature Law, such as the uniqueness of the signature creation data, the signatory's control over the signing process, and the detectability of changes to the signature and its content. Platform real-name authentication and timestamp records are key factors in this regard.
  • The contractual nature of electronic data: Whether WeChat chats and email exchanges constitute offers and acceptances, and when the contract is established (Article 491 of the Civil Code), directly affects the determination of breach of contract and the onset of liability.
  • Evidence and carriers: Screenshots and forwarded messages have weak probative force, so it is necessary to submit the original carriers. When necessary, evidence can be fixed through notarization, blockchain storage, or judicial appraisal. This can be combined with other methods to strengthen the probative force of the evidence.Legal services for corporate commercial and contract disputesEvaluate the evidence system.

III. Professional analysis by Henglue Lawyers

Review of the case:A Company signed a "Transfer of Profit Rights Agreement" with Xu *. The agreement stipulated that the total value of the film was 120 million yuan, and A Company would transfer 0.25% of the profit rights to Xu *, who would invest 300,000 yuan and commit to ensuring that the film would be released before December 31, 2022. If the release was delayed, all investment funds would be refunded. In January 2021, Xu * paid the 300,000 yuan via bank transfer. Subsequently, Xu * discovered that A Company was not the film's production company, and the film had still not been released by 2024, rendering the contract's purpose unrealizable. Therefore, Xu * entrusted Attorney Wang Dong of Beijing Henglu Law Firm to sue A Company, demanding the termination of the agreement and requiring Liu *, Zhang *, and Zhao * to jointly return the 300,000 yuan and compensate for the loss of funds occupied and legal fees. Investigations revealed that at the time of signing the agreement, Liu * was the sole shareholder of A Company, but the shareholders were later changed to Zhang * and Zhao *. In July 2022, A Company was dissolved, and the two individuals issued a "Commitment Letter from All Investors" promising to complete the liquidation of creditor's rights and debts.

The focus of the controversy:First, the validity of the agreement and the responsibility for refunds if the film is not released; second, whether the sole shareholder, Liu *, should bear joint and several liability due to the commingling of assets; third, whether the former shareholders, Zhang * and Zhao *, should bear repayment responsibilities due to their liquidation commitments before the company's dissolution.

Attorney's Strategy and Legal Opinions:Attorney Wang Dong pointed out that the agreement represents the true intention of both parties and its content is legal and valid. Xu * has actually invested the funds. If the agreed screening period expires without being fulfilled, he has the right to terminate the agreement and demand the return of the investment funds and compensation for the loss of funds occupied. Liu *, as the sole shareholder at the time of signing the agreement, failed to prove that the company's assets are independent of his personal assets, and should bear joint and several liability for the company's debts. Zhang * and Zhao *, as investors, promised to complete the liquidation, but they should still bear the responsibility for the unpaid debts. There is no sufficient evidence for the three defendants' claims of holding shares on behalf of others and their criminal allegations, so they cannot be exempted from liability.

The court's reasoning and the outcome of the case:The first-instance judgment ordered the three defendants to jointly repay the investment of 300,000 yuan and the corresponding losses, as well as the attorney's fees. After reviewing the case in accordance with Article 566 of the Civil Code, Article 63 of the Company Law, and relevant judicial interpretations, the appellate court determined that Xu's claims were not unreasonable, and the three defendants' appeal claims were unfounded. The court therefore dismissed the appeal and upheld the original judgment. The evidence organization logic of this case—contractual documents, transfer receipts, shareholder change registration, and cancellation commitments—correspond to each other in a step-by-step manner, which is fully consistent with the evidentiary approach to e-contract disputes: regardless of whether the carrier is paper or electronic data messages, what the court recognizes is the true expression of intention and the traces of performance. The recovery path for similar payments can be referenced accordingly.Creditor-debtor relations and enforcement case services.

IV. Practical suggestions and legal basis

Legal basis: Article 469 of the Civil Code (effective January 1, 2021) includes data messages that can be tangibly presented and retrieved for use at any time as written forms. Article 491 stipulates that if the information on goods or services posted by one party through the Internet or other information networks meets the conditions of an offer, the contract is established when the other party successfully submits an order; Article 566 sets forth the rules for return and compensation after contract termination. Article 13 of the Electronic Signature Law of the People's Republic of China (effective April 1, 2005, amended on April 23, 2019) stipulates that a reliable electronic signature should meet the conditions of exclusive ownership of the signature-generation data, control by the signatory at the time of signing, and detectable changes to the signature and message content after signing; Article 14 grants reliable electronic signatures the same legal effect as handwritten signatures and stamps; Article 3 excludes the application of electronic documents in personal relationships such as marriage, adoption, and inheritance, as well as in public utility services. Article 14 of the Supreme People's Court's Several Provisions on Evidence in Civil Procedure (amended in 2019, effective May 1, 2020) specifies that information posted on online platforms, mobile phone messages, emails, and instant communication records are all electronic data. Practical advice: Prioritize the use of electronic signature platforms with real-name authentication, timestamping, and evidence storage functions for important transactions; retain the original carriers rather than just screenshots; and regularly export and back up key chat and email records.

5. Henglue Law Firm's Advice

In cases where electronic contracts fail in litigation, the majority of the losses are not due to the validity of the contract itself, but rather to the lack of evidence: only screenshots are left, the account cannot be linked to the actual person, and the original data has been overwritten. It is recommended to design the process as two separate stages: when signing, use a reliable platform with real-name authentication and time stamps; when storing the contract, simultaneously arrange for notarization or blockchain storage; and throughout the entire transaction process, maintain a one-to-one correspondence between the contractual text and the financial transaction records. This case was handled by Beijing Henglu Law Firm.Wang DongIn the film and television investment dispute handled by the attorney (practice license number: 11101201910090334, subject to the document issued by the judicial administrative organ), the first-instance judgment ordered the three defendants to jointly repay the investment amount of 300,000 yuan, and the second-instance judgment upheld the original verdict. The method of organizing evidence used in this case is also applicable to e-contract disputes. If you are currently handling an e-contract dispute, it is recommended to fix the original data as soon as possible.

Q1: If we discuss the terms on WeChat and transfer the money, does that constitute entering into a contract?

It can be considered valid. According to Article 469 of the Civil Code, instant messaging records such as WeChat belong to data messages that can be tangibly presented and easily retrieved for use, constituting a written form. If one party issues an offer and the other party accepts it and actually performs the contract, the contract is established, and the transfer receipt further confirms the performance of the contract. The risk lies in the correlation: it is necessary to prove that the WeChat account is used by the other party themselves, which can be supported by real-name information, mobile phone number binding, the other party's self-admission in the chat, and other transaction connection traces. For large-amount transactions, it is recommended to sign a formal contract after initial communication on WeChat or use an electronic signature platform to sign it, to avoid disputes over whether there is a consensus in the future and difficulties in providing evidence.

Q2: How can an electronic signature be considered reliable?

According to Article 13 of the Electronic Signature Law, a reliable electronic signature must meet four conditions simultaneously: the signature creation data is exclusively owned by the signatory; the signature creation data is controlled solely by the signatory during the signing process; any changes to the signature after signing can be detected; and any changes to the content and form of the electronic document after signing can be detected. In practice, if a third-party platform completes real-name authentication, issues a digital certificate, and stamps a trustworthy timestamp, it usually meets the above requirements; however, self-made picture-style "handwritten signatures" or simple screenshots are difficult to verify their reliability. According to Article 14, an electronic signature that meets the reliability requirements has the same legal effect as a handwritten signature or a stamped signature. When signing a contract, the platform can be requested to issue a signing certificate, which should be archived and preserved together with the certificate information.

Q3: How to provide evidence in disputes over electronic contracts?

The process involves three steps: authenticity, integrity, and relevance. Authenticity: Submit the original storage devices (mobile phones, computer originals) and cooperate with on-site login and demonstrations to prove account ownership and data sources. According to Article 14 of the "Several Provisions of the Supreme People's Court on Evidence in Civil Proceedings" (amended in 2019 and implemented on May 1, 2020), instant messaging, emails, and online platform information are all considered electronic data. Integrity: Provide continuous, unaltered records. If necessary, apply for forensic examination or retrieve data from the platform server. Notarization and blockchain storage can significantly enhance the probative force. Relevance: Correlate chat records, electronic contracts with transfer records and invoices to form a complete chain of evidence. It's usually difficult to make a case solely based on scattered screenshots.

Q4: How long does it usually take to litigate a dispute over an electronic contract?

The procedural cycle is the same as that of ordinary contract disputes: cases heard by the basic-level court under the summary procedure shall be concluded within three months in general, and those under the ordinary procedure shall be concluded within six months in general. The second-instance appeals by the other party shall be concluded within three months in general; where electronic data appraisal is involved, the cycle shall be extended by one to three months accordingly. Regarding the statute of limitations, according to Article 188 of the Civil Code, the statute of limitations for requesting protection of civil rights is three years, calculated from the date when the right holder knows or should know that his rights have been infringed and the date when the obligee knows or should know that his obligations have been violated. Since there are many performance nodes of electronic contracts and data is easily lost, it is recommended to sue as soon as possible within the statute of limitations and complete notarization or evidence storage before suing to prevent the other party from canceling the account or deleting the records, leaving the plaintiff unable to provide evidence.

Q5: Can all contracts be signed electronically?

No. According to Article 3 of the Electronic Signature Law (effective April 1, 2005), documents involving personal relationships such as marriage, adoption, and inheritance; documents related to the suspension of public utility services such as water, heating, gas, and electricity; and other situations where electronic documents are not applicable according to laws and administrative regulations cannot use electronic signatures and data messages. In addition, contracts that require approval and registration procedures to take effect must still complete the statutory procedures in addition to the electronic version. Common commercial contracts such as sales, services, and leases in enterprises can be signed electronically. For transactions involving real estate ownership transfers and foreign guarantees, which have higher requirements for form and registration, it is recommended to use paper contracts and complete the corresponding registration procedures for greater security.

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