It is impossible to imagine in modern realities the activities of the company without the use of electronic means of communication. Increasingly, counterparties negotiate the terms of contracts using e-mail as the fastest and most convenient way to settle contractual relations. In practice, situations often arise in which one of the parties to the legal relationship decides to abandon the agreements. According to the judicial practice that has developed until recently, if the parties did not have time to sign the documents and the only confirmation of the obligations assumed is an email from the counterparty, it was quite difficult to defend the need to fulfill the obligations that one of the parties abandoned.

In the context of resolving this issue, the Resolution of the Arbitration Court of the East Siberian District in case No. A19-19914/2020, issued in January 2022, is interesting.

Factual background

A framework supply agreement was concluded between the parties. By exchanging e-mails, the parties agreed on the delivery of goods, but the specification for the delivery of goods was not signed. The supplier also sent an invoice by e-mail for making an advance payment for the ordered goods, which was paid by the buyer.

Later, the buyer applied to the Arbitration Court with a request for the return of the advance payment as unjust enrichment, substantiating its claims by the absence of a specification signed between the parties for the delivery of the ordered goods.

First instance position and appeals

The requirements of the buyer were satisfied in full. The courts motivated the decisions made by the non-conclusion of the supply contract on the terms agreed in the specification, since it was not signed by the claimant, and there is no evidence that the buyer received the goods for the transferred amount.

Cassation position

The Arbitration Court of the East Siberian District did not agree with the conclusions of the lower courts and reversed their decisions, sending the case back for a new trial. The court of cassation recognized the correspondence of the parties as an offer for the supply of goods, since all the essential conditions were agreed upon by the parties. The buyer, in turn, accepted the offer sent by the supplier by making an advance payment. Thus, the buyer unlawfully demanded a refund and was obliged to redeem the prepaid goods. Separately, it should be noted that in order to recognize the electronic correspondence of the parties as an agreement on the terms of the contract, the following conditions shall be met:

  1. A framework agreement shall be concluded between the parties – that is, an agreement that defines the general conditions for the relationship of the parties.
  2. The agreement shall provide for the possibility of agreeing on the essential terms of the transaction (concluding a contract, specification, addendum) in writing by drawing up an electronic document or by exchanging letters, telegrams, electronic messages.
  3. The agreement shall contain the email addresses of the parties and the agreement on contractual terms shall be arranged using them.