Contracts by email, e-signatures and scanned copies: legal validity and litigation risks businesses need to know

With digital transformation and the rapid growth of e-commerce, traditional ways of entering into contracts (meeting in person, signing by hand on paper and stamping a red seal) are being replaced by email exchanges, electronic signatures and scanned documents. These methods help businesses shorten negotiations considerably, save administrative costs and trade across borders more flexibly.

However, there is a large gap between day-to-day habits and the law. Many businesses wrongly believe that “a scanned file with a signature makes the contract fully valid”, or do not worry when staff use personal email to close orders worth billions of dong. When a disagreement arises, the counterparty may deny the signature, claim the image was edited, or argue that the sender had no authority. This puts the business at a disadvantage when it has to prove its case before a court or arbitral tribunal.

This article looks in detail at the legal validity of contracts made by email, electronic signatures and scanned copies under current Vietnamese law, identifies the real litigation risks, and suggests a safe control strategy for businesses.

1. The legal nature of contracts made by email

1.1. Data messages have the same value as written documents

Under Clause 1, Article 119 of the Civil Code 2015, a civil transaction made by electronic means in the form of a data message, as provided by the law on electronic transactions, is treated as a transaction in writing.

This principle is confirmed and clarified in specialised laws:

• Article 15 of the Commercial Law 2005: in commercial activities, data messages that meet the conditions and technical standards set by law are recognised as having the same legal value as written documents.
• Articles 12 and 13 of the Law on Electronic Transactions 2023 (Law No. 20/2023/QH15, in force from 1 July 2024): a data message has the same value as a paper document if the information in it can be accessed and used for reference when needed. A data message also has the value of an original if the integrity of the information can be ensured from the time it was first created.

So Vietnamese law fully recognises that a contract made by email is as binding as a contract made on paper.

1.2. When does an email exchange form a valid contract?

A contract does not have to be a single document titled “Business contract”. Under Articles 385, 398 and 400 of the Civil Code 2015, a contract is formed when the parties reach agreement through an offer and an acceptance:

• Step 1 (offer): one party sends an email with a quotation, draft terms or a purchase order (PO) that clearly states the goods or services, quantity, unit price and time for performance.
• Step 2 (acceptance): the other party replies by email with unconditional agreement (for example: “We agree to the attached quotation and terms, please go ahead”) or confirms through a business system.

When the acceptance email enters the offeror’s information system, as provided in Article 17 of the Law on Electronic Transactions 2023, the contract is formally concluded and creates binding rights and obligations between the parties.

1.3. Serious legal gaps when contracting by email

• Deals made from personal email: sales staff or project managers use a personal Gmail or Yahoo address (nguyenvana@gmail.com) to close a deal instead of an email on the company domain (vana@company.com). In a dispute, the counterparty company may argue that the individual acted privately, and that the company did not know and is not responsible.
• Sender without authority: the email closing the contract is sent by a sales employee who has no power of attorney from the legal representative. Under Article 142 of the Civil Code 2015, the transaction may create no obligations for the business, unless the company later accepted it by its conduct (for example, by receiving money or delivering goods).
• Spoofed email (business email compromise, BEC): fraudsters hack a mailbox and create a look-alike email address (differing by only one character) to announce a change of the beneficiary bank account. The buyer transfers money to the fraudulent account without any independent check. This leads to a large loss, and the seller can still claim payment for the goods.

2. Levels of legal validity of electronic signatures under the Law on Electronic Transactions 2023

Many people treat an electronic signature and a digital signature as the same thing, or think that any electronic mark (a signature drawn with a mouse, an OTP code) can replace a seal and a handwritten signature. The Law on Electronic Transactions 2023 and Decree No. 23/2025/NĐ-CP draw a strict line between the technical levels and legal validity of electronic signatures.

2.1. Types of electronic signature

Under Clauses 11 and 12, Article 3 and Article 22 of the Law on Electronic Transactions 2023:

1. Electronic signature: a signature created as electronic data attached to or logically associated with a data message, to identify the signatory and confirm their approval. This is very broad and includes SMS OTP codes, ticking “I agree” and drawing a signature on a touch screen.
2. Specialised secure electronic signature: an electronic signature set up by an agency or organisation for its internal or sector-specific activities, which the Ministry of Information and Communications has checked and certified as meeting security conditions.
3. Digital signature: an electronic signature that uses an asymmetric key algorithm (public key infrastructure, PKI), with a private key to sign and a public key to verify, authenticated by a digital signature certificate issued by a licensed certification authority (CA). A digital signature ensures authenticity, integrity and non-repudiation.

2.2. When an electronic signature has the same value as a handwritten signature and a seal

Under Article 23 of the Law on Electronic Transactions 2023:

• Equivalent to an individual’s handwritten signature: where the law requires a document to be signed, the requirement is met if a digital signature or a specialised secure electronic signature is used, and the signature creation data is under the sole control of the signatory at the time of signing.
• Equivalent to the seal of an agency or organisation: where the law requires a document to be certified or stamped by an agency or organisation, the requirement is met if that agency’s or organisation’s digital signature is used.

Other forms of electronic signing (such as OTP codes, image signatures and signatures drawn in software) have legal value only when the parties voluntarily agree to use them, under Clause 2, Article 4 of the Law on Electronic Transactions 2023. In a dispute, however, the party relying on an ordinary electronic signature carries a heavy burden of proving who actually created that signature.

3. Scanned contracts and image signatures: legal validity and litigation risks

The most common practice in businesses today is this: one party prints the contract, signs it by hand, stamps the red seal, then scans or photographs it as a PDF or image and emails it to the counterparty. The counterparty prints it, signs and stamps its part, scans it and sends it back.

3.1. Under electronic transactions law: a scan is NOT a compliant electronic signature

• Technically and legally, a scanned signature or an image of a signature (a PNG file pasted into Word or PDF) does not meet the definition of a digital signature or a secure electronic signature.
• A scan is only a digital copy of a paper document. It has no cryptographic protection, no way of checking whether the content was changed after signing, and no technical means of proving who actually inserted the signature into the file.

3.2. Under civil law and court practice: when is a scanned contract valid?

Although a scan is not a compliant electronic signature under the Law on Electronic Transactions, courts and arbitral tribunals still recognise scanned contracts as legally valid if the following conditions are met:

1. The parties agreed to use scanned copies: the contract or the email exchange contains a clause such as: “The parties agree that scanned copies sent by email are as binding as the original until the parties exchange the original documents.” Under Clause 2, Article 4 of the Law on Electronic Transactions 2023, the law respects the parties’ freedom to choose the means and form of confirming a transaction.
2. There is a record of actual performance: this is the most important ground. If, after the scan was sent, the seller delivered goods, the buyer paid an advance, the parties signed acceptance records, reconciled accounts or exchanged business correspondence chasing performance, the court will find that the contract was formed and performed in practice. This performance fully cures the formal defect of the scan.
3. There is no dispute about the authenticity of the signature: both parties accept the content of the scan and neither claims the signature was forged.

3.3. Litigation risks when the counterparty backs out of a scanned contract

When the market changes or there is a large payment dispute, the counterparty may raise defences that are very hard to deal with:

• Denying the signature: the counterparty says: “Our company never signed this document. The signature and seal on the PDF were cut and pasted from another document in Photoshop.”
• Swapping pages: the counterparty argues that the last page with the scanned signature is genuine (taken from an old contract), but the content pages above it were changed by the other party, for example on price or schedule, before the PDF was created.
• Deadlock in forensic examination: when a party denies the signature, the court will order a forensic examination of the signature and seal under the Civil Procedure Code 2015. However, the Forensic Science Department (Ministry of Public Security) cannot examine ink age, pen pressure marks or seal pressure on a digital image file (a scan or PDF). These traces can only be examined on the original paper document.

If the claimant cannot produce the paper original and has no record of actual dealings to support its case, there is a very high risk that the court will dismiss the claim for lack of solid evidence.

4. Building and collecting electronic evidence for court and arbitration

When contracts are made electronically, how you manage evidence before any proceedings decides whether you win or lose the case.

4.1. Data messages are a lawful source of evidence

• Under Articles 94 and 95 of the Civil Procedure Code 2015, electronic data (including data messages, emails, audio files, text messages and backup data) is recognised as a source of evidence.
• The evidential value of electronic data depends on how reliably the message was created, stored and transmitted, how the integrity of the data is ensured, and how the originator is identified, under Article 10 of the Law on Electronic Transactions 2023.

4.2. A bailiff’s record (vi bằng): the key to preserving email evidence

Emails and electronic messages are easily deleted, changed or lost if the account is locked.

• To turn an email exchange into evidence that cannot be rebutted in court, the business should ask a bailiff (Thừa phát lại) to prepare an official record of events and acts (vi bằng).
• The bailiff directly witnesses the party logging into the official mailbox, checks the source code (header), the sending and receiving times and the IP address of the sending server, and records the download of the whole email chain and its attachments. This record is registered with the Department of Justice and is a direct source of evidence that the court accepts without the party having to prove it again.

4.3. Disputes over the sender’s authority (Precedent No. 69/2023/AL and the Civil Code 2015)

• If an employee without authority sends an email confirming the contract, but the company’s legal representative knew and did not object, then under point (b), Clause 1, Article 142 of the Civil Code 2015 and Article 3 of Resolution No. 01/2014/NQ-HĐTP, the contract and any arbitration agreement in it still bind the business.
• Under Precedent No. 69/2023/AL of the Council of Judges of the Supreme People’s Court, the rule on loss of the right to object (waiver of right to object) also applies strongly. If the counterparty took part in the work, performed transactions through the email chain or took part in arbitration without objecting in time to the sender’s authority or the electronic signature, it loses the right to object later.

5. Comparison table: paperless ways of entering into commercial contracts

6. Risk control strategy and practical recommendations

To get the convenience of technology while staying legally safe, businesses should put the following measures in place now.

6.1. Include an “electronic transactions clause” in framework agreements (B2B)

For long-term relationships or repeated transactions, the parties should sign a framework agreement on paper in the traditional way (or with full digital signatures). It must include clauses that control electronic transactions:

• Name the authorised email addresses: state clearly which email addresses may place orders, confirm orders and chase payment (only addresses on the company domain @company.com; no free personal email).
• Recognise the value of electronic data:

  “The Parties agree that Purchase Orders, Quotations and Transaction Confirmations sent from the official email addresses above are as legally binding as original documents bearing the signature and seal of each Party’s legal representative.”

• Set a deadline for sending originals: if a scan is used to start urgent work, state clearly: “The original with a handwritten signature and genuine seal must be sent to the other party by registered post within 07 working days from the date the scan is sent.”

6.2. Move fully to digital signatures

• For high-value contracts or new counterparties, businesses should stop the patchwork of signing on paper and scanning. Instead, use a compliant digital signing platform with a digital certificate from a trusted provider licensed by the Ministry of Information and Communications (such as VNPT, Viettel, FPT, BKAV or MISA).
• A public digital signature (USB token or cloud-based remote signing) is algorithmically encrypted. It automatically locks the PDF as soon as someone tries to edit the content. This removes the risk of swapped contract pages or a denied signature.

6.3. Check the validity of digital signatures on documents from counterparties

When you receive a digitally signed contract from a counterparty, the legal or accounting team must not just look at the image of the electronic seal shown in the file. They must carry out technical checks:

• Use specialised software (Adobe Acrobat Reader) to check that the status shows “Signature is valid”.
• Check the digital certificate: confirm it was valid at the time of signing (if the certificate had expired or was revoked at the time of signing, the digital signature is worthless).
• Use the free verification tool on the portal of the National Electronic Authentication Centre (NEAC, Ministry of Information and Communications) to check the file’s integrity.

6.4. Preserve a record of actual performance (performance evidence)

If, because of business urgency, you must perform a contract based on a scan or an email exchange, create parallel evidence of performance straight away:

• Make sure every delivery has a paper delivery record signed by hand by the recipient on site.
• Ask for advance payments to be made through the company’s official bank account stated in the contract.
• Issue e-invoices and send monthly account reconciliation notices by the registered email.
• As soon as there are signs that the counterparty is denying its commitments, contact a bailiff’s office to make an official record (vi bằng) of the whole mailbox before the system is disrupted or data is deleted.

7. Documents and sources cited in this article

I. Legal instruments

1. Civil Code 2015 (Law No. 91/2015/QH13)

• Articles 3 and 11: principles of freedom, voluntary commitment and agreement, and goodwill in civil transactions.
• Articles 117 and 119: conditions for a civil transaction to be valid and the form of civil transactions (recognising electronic data messages as equivalent to writing).
• Articles 142 and 143: legal consequences of transactions entered into by a person with no authority to represent, or beyond the scope of representation.
• Articles 385, 398 and 400: entering into civil contracts, contract content and time of conclusion (Clause 4, Article 400 on other forms of acceptance).

2. Law on Electronic Transactions 2023 (Law No. 20/2023/QH15, in force from 1 July 2024)

• Clauses 11 and 12, Article 3: definitions of electronic signature and digital signature.
• Clause 2, Article 4: freedom to choose the means, technology and form of electronic confirmation.
• Articles 10, 12 and 13: evidential value of data messages, value as a written document and value as an original.
• Article 17: time and place of sending and receiving data messages.
• Articles 22 and 23: types of electronic signature and their legal value (equivalent to a handwritten signature and a seal).
• Article 38: legal value of notices by data message when entering into and performing contracts.

3. Decree No. 23/2025/NĐ-CP of the Government

• Detailed rules on electronic signatures and trust services in electronic transactions.

4. Commercial Law 2005 (Law No. 36/2005/QH11)

• Article 11: freedom of contract in commercial activities.
• Article 15: recognition of the legal value of data messages in commercial activities.
• Article 24: form of contracts for the sale of goods (data messages have the value of written documents).
• Articles 300, 301 and 302: contractual penalties (8%) and damages.

5. Civil Procedure Code 2015 (Law No. 92/2015/QH13)

• Articles 94 and 95: sources of evidence and rules on electronic data and data messages as evidence.
• Article 184: a party’s right to ask for the limitation period to be applied.

6. Law on Commercial Arbitration 2010 (Law No. 54/2010/QH12)

• Article 6: the court declines jurisdiction where there is an arbitration agreement.
• Article 13: loss of the right to object (waiver of right to object).
• Article 16: form of the arbitration agreement (including exchanges by email, fax and telex).
• Articles 18 and 19: invalid arbitration agreements and the independence of the arbitration agreement.

7. Decree No. 08/2020/NĐ-CP of the Government

• Organisation and operation of bailiffs (including official records (vi bằng) of electronic data and actual events).

II. International treaties and trade practice

1. United Nations Convention on Contracts for the International Sale of Goods 1980 (CISG, Vienna)

• Articles 11 and 13: no fixed form required for international sale contracts, and the definition of “writing”, which includes electronic means.
• Articles 25, 74 and 78: fundamental breach, full compensation for loss, and the obligation to pay interest on late payment.

2. Uniform Customs and Practice for Documentary Credits (UCP 600) and Uniform Rules for Demand Guarantees (URDG 758) of the International Chamber of Commerce (ICC)

• Document standards and the independence of international payment instruments.

III. Precedents of the Supreme People’s Court of Vietnam

1. Precedent No. 09/2016/AL: adopted by the Council of Judges of the Supreme People’s Court on 17 October 2016; no late-payment interest may be charged on contractual penalties and damages.
2. Precedent No. 13/2017/AL: adopted on 14 December 2017; confirms that a letter of credit (L/C) under UCP 600 is fully independent of the underlying contract.
3. Precedent No. 21/2018/AL: adopted on 17 October 2018; determines fault and liability for the full loss when a contract is unilaterally terminated with invalid notice.
4. Precedent No. 42/2021/AL: adopted on 24 February 2021; protects a consumer’s right to choose a court when a standard-form contract contains a foreign arbitration clause.
5. Precedent No. 69/2023/AL: adopted on 18 August 2023; sets the rule that a party loses its right to object to arbitral jurisdiction (waiver of right to object) when it takes part in the proceedings without objecting within the time limit.

IV. Notable court judgments and arbitral awards

1. Judgment No. 02/2022/KDTM-ST dated 16 March 2022 of the People’s Court of Binh Duong Province: an international sale of goods dispute between Vietnamese and Chinese traders; the court accepted the case because the arbitration agreement was incapable of being performed, and applied the CISG directly.
2. Commercial appeal judgment of 2022 of the People’s Court of Ho Chi Minh City: recognised as lawful a clause on pre-estimated damages (liquidated damages, LD) in a construction contract.
3. Decision No. 08/2019/QĐ-PQTT dated 25 July 2019 of the People’s Court of Hanoi: the court considered a request to set aside a VIAC arbitral award on the ground that it conflicts with the fundamental principles of Vietnamese law.
4. Award No. 063 of the Vietnam International Arbitration Centre (VIAC): an award setting out the conditions for rescinding a contract for fundamental breach.
5. Awards of the China International Economic and Trade Arbitration Commission (CIETAC): applied the CISG in international disputes over palm oil and cotton yarn concluded through electronic and telecommunication means.
6. The case of 100 containers of cashew nuts exported to Italy and Turkey: a practical lesson on losing control of the original bills of lading in international documentary collection (D/P).