[Direct answer]Verbal amendments to contracts are generally effective. According to Article 543 of the Civil Code (effective January 1, 2021), the parties may amend the contract by mutual consent; Article 469 stipulates that the contract may be in written, oral, or other forms. Verbal amendments that are agreed upon by both parties take effect immediately. The core of the dispute lies in proof. Electronic data such as WeChat records, audio recordings, and emails can all be used as evidence. According to Article 14 of the Supreme People's Court's "Regulations on Evidence in Civil Proceedings" (effective May 1, 2020), these are legally recognized types of evidence. Data messages that can be retrieved and used at any time are also considered to be in written form (Article 469, paragraph 3). However, if the content of the amendment is not clearly defined, it is presumed not to have been amended according to Article 544. You can consult for more information.Legal services for corporate commercial and contract disputesOrBeijing Henglue Law Firm.

I. Problem Background and Typical Scenarios

The formal signing of contracts and the casual amendments are the norms of commercial performance. Extending the delivery period by one month orally, adjusting the supply specifications temporarily, raising or lowering prices according to market conditions verbally, and even adding services on the fly — all these oral adjustments go unnoticed when cooperation is smooth. However, once the other party reneges on the agreement or encounters funding issues, disputes will immediately erupt: the party insisting on supplying according to the original contract demands settlement at the original price, while the party claiming to have reduced the price verbally cannot provide proof. With WeChat and DingTalk becoming the main communication tools, a large number of amendments to contracts are scattered in chat records, voice messages, and emails. Whether these can be admitted by the court and how to organize them into a chain of evidence are the deciding factors in such disputes.

II. Key points of dispute

  • Has an agreement on the amendment been reached? To amend the contract, both parties must reach a consensus. If only one party verbally announces a price increase or a postponement, but the other party does not approve of it, the amendment will not take effect. If the other party responds with silence, it does not mean consent. It is necessary to combine the reply records and subsequent performance behaviors to make a comprehensive judgment.
  • The certainty of the changes: According to Article 544 of the Civil Code, if the parties do not clearly stipulate the content of the contract amendment, it shall be presumed that the contract has not been amended. For example, if the parties verbally say "let's discuss the price again" or "deliver the goods later" without specifying the specific amount or deadline, the original contract will usually still be executed.
  • The effect of the clause "Changes must be confirmed in writing": If the contract stipulates that changes must be made in writing, the effect of oral changes is controversial; in practice, it is generally believed that if the parties have actually performed the changes orally and the other party has accepted them, and referring to Article 490 of the Civil Code, which stipulates that if the contract is formed even though it has not taken written form but the main obligations have been performed and accepted by the other party, the changes can be deemed to have taken place. Therefore, the defense of "formal defects" is usually not supported.

III. Professional analysis by Henglue Lawyers

The second-instance case of an online service contract dispute handled by Henglu Law Firm is a typical example of using non-traditional written forms to prove contract termination and payment agreements. On November 18, 2021, Wang Li signed the "Online Information Service Contract" and "Technical Service Contract" with Company A, with a total contract price of 110,500 yuan. Wang Li paid a 50,000 yuan equipment deposit. During the performance of the contract, the two parties agreed to terminate the contract through WeChat, but Company A issued a stamped refund application form stating the refund amount but failed to make the refund. Wang Li sued to recover the service fee of 34,433 yuan, the attorney's fee of 3,000 yuan, and interest; Company A counterclaimed that Wang Li's failure to pay the balance of 60,500 yuan constituted a breach of contract and claimed 33,150 yuan in breach of contract damages, and defended with the argument that the refund application form "only had a stamp but no signature and was not approved by the leadership". In the first-instance trial, the court supported Wang Li and dismissed the counterclaim. After Company A appealed, Xue Shuhua, a lawyer from Beijing Henglu Law Firm, represented the defense in the second-instance trial: she presented the detailed provisions of the "Technical Service Contract", which stated that devices such as the iPhone 6s were provided by Company A and noted as "one-time fees". The agreement on "deducting fees for damaged phones" in the refund application form also confirmed that the ownership of the devices belonged to Company A. She emphasized that the WeChat chat records and Company A's stamped refund application form proved the parties' agreement to refund the money, and that stamped documents have legal effect externally. The argument that "no signature or internal approval" constituted an internal management issue could not negate their external validity. There was no breach of contract penalty clause, so the claim for breach of contract damages lacked legal basis. The second-instance court held that our evidence formed a complete chain of evidence, and Company A's appeal grounds lacked factual and legal basis, so it dismissed the appeal and upheld the original judgment. This case shows that non-traditional written forms such as WeChat records and stamped documents can also prove major changes such as contract termination and payment settlements. The key lies in building a complete chain of evidence around "who proposed - who responded - how to perform", rather than focusing on the form itself.

IV. Practical suggestions and legal basis

Law-based aspects: Article 469 of the Civil Code (effective January 1, 2021) recognizes written, oral, and other forms. Paragraph 3 explicitly states that data messages that can be tangibly presented and readily retrieved for use, such as electronic data exchange and emails, are considered in written form. Article 490 stipulates that if a contract should be in written form but is not, and one party has performed its main obligations and the other party has accepted them, the contract is deemed to have been established. Article 543 provides that the contract may be amended by mutual consent. Article 544 stipulates that if the content of the amendment is unclear, it shall be presumed not to have been amended. Articles 466 and 142 establish that the interpretation of the contract shall be based on the wording, relevant provisions, the nature and purpose of the act, and the principles of custom and good faith. Practical recommendations: For major changes (price, deadline, quality standards, payment methods), it is necessary to sign a written supplementary agreement. After reaching an agreement orally or via WeChat, immediately restate the key points of the change (amount, time, scope) in the conversation and obtain a clear response from the other party, such as "agree" or "confirm," to convert the oral agreement into a visible written form. Retain the original carriers such as mobile phones, and do not just save screenshots. When making payments, specify the corresponding items in the remarks to provide evidence of performance.

5. Henglu Law Firm's Reminder

Oral amendments are not "invalid", but "difficult to prove". The law does not prohibit oral forms, but the party claiming the amendment must provide evidence. If no evidence of the agreement can be provided, the parties will revert to the original contract. The most economical approach is to "put everything in writing" for each oral negotiation: write down the amount, date, and quantity in WeChat and wait for the other party's reply and confirmation. For important matters, add a page of confirmation letters signed by both parties. For disputes that have already occurred, organize the evidence along two lines: chat record to prove what was discussed, and transfer, delivery, and invoicing records to prove what actually happened. The two lines can corroborate each other to form a closed loop. This case was handled by Beijing Henglu Law Firm.Xue SuhuaThe lawyer (practice license number: 11101201211769926, subject to the document issued by the judicial administrative organ) acts as the agent. In the second instance, the appeal was rejected and the original judgment was upheld. Company A shall refund the service fee of 34,433 yuan, the attorney's fee of 3,000 yuan, and the interest thereon.

Q1: If there's only a verbal agreement on price increases or decreases, and the other party reneges on it and refuses to acknowledge it, what should I do?

First, fix the evidence and then assert your rights. According to Article 543 of the Civil Code, a change of contract is completed upon mutual consent, and audio recordings, WeChat records, and emails can all serve as evidence of the agreement. If the other party has invoiced, paid, or received goods at the new price in some transactions without raising objections, the performance of the contract and the evidence of the agreement mutually corroborate each other. According to Articles 466 and 142, the contract shall be interpreted based on the actual actions of both parties, and the likelihood of success in litigation will be significantly increased. Conversely, if there is only a unilateral notice from the party itself without a response or performance cooperation from the other party, it will be difficult to confirm the change. In the early stages of the dispute, it is necessary to immediately preserve the original evidence and notarize key records to avoid the other party deleting them and making it impossible to provide evidence.

Q2: Can WeChat chat records be used as evidence for amending a contract?

Yes. According to Article 14 of the "Several Provisions of the Supreme People's Court on Evidence in Civil Proceedings" (effective May 1, 2020), instant messaging information such as WeChat is considered electronic data evidence; Article 469, paragraph 3 of the Civil Code further stipulates that data messages that can tangibly present their content and be retrieved and used at any time are deemed to be in written form. When using it, attention should be paid to three points: proving the identity of the other party (real-name information, mobile phone number binding, WeCom certification); presenting the original carrier rather than just screenshots, and demonstrating it in court; ensuring that the content is complete and continuous, with clear and unambiguous descriptions of key amounts, dates, and goods. WeChat records that meet the above conditions have the same evidentiary value as written confirmations.

Q3: The contract stipulates that "any changes must be confirmed in writing by both parties". Are verbal changes still valid?

There is some controversy about this, but it's not necessarily invalid. One viewpoint holds that this clause excludes the effectiveness of oral agreements. However, the mainstream practice tends to believe that if the parties have actually performed the main obligations according to the oral amendment and the other party has accepted it, referring to the spirit of Article 490 of the Civil Code, the amendment can be deemed valid, and a defense based on the argument that "the written procedure was not followed" is usually not supported. If the performance has not yet taken place or the evidence of the performance is insufficient, it will be difficult to challenge the written terms with the oral amendment. It's safer to sign a written confirmation after oral negotiation, which not only meets the formal requirements of the contract but also completely eliminates disputes over effectiveness.

Q4: If the content of the oral amendment is not clearly stated, and both parties later give conflicting accounts, what should we do?

According to Article 544 of the Civil Code, if the parties fail to clearly specify the content of the contract amendment, it shall be presumed that the contract has not been amended, and the parties shall still perform the contract in accordance with the original terms. For example, if the contract only states "price discounts" or "late delivery" without specific discounts or dates, and the other party insists on settling the account according to the vague terms, the court will generally not support this. If the parties subsequently have disputes over the performance of the contract according to their own understandings, the court will interpret the true meaning in accordance with Articles 466 and 142, taking into account the transactional practices, the parties' performance of the contract, and the principle of good faith. Providing reference materials such as the prices of similar transactions during the same period and the parties' past cooperation practices during the evidence-gathering process will help to clarify the interpretation direction.

Q5: When there is a conflict between verbal amendments and the written contract, which one shall prevail?

In principle, the agreements reached subsequently shall prevail. A contract is a dynamic document. If the parties renegotiate and actually perform the contract orally or via WeChat during the performance, the subsequent agreements will de facto replace the original terms, which is the inherent meaning of the contract modification system. A written contract signed earlier cannot override the new agreements that are true, clear, and have been performed subsequently. According to Articles 466 and 142 of the Civil Code, when interpreting the disputed agreements, the performance actions, transactional practices, and principles of good faith should be considered comprehensively. Therefore, the key issue remains proving the existence and content of the "subsequent agreements" — preserving the latest confirmation records and paying attention to their correspondence with the original contract terms, to avoid being interpreted as mere performance tolerances rather than modifications.

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