Enforceability of contracts executed by using electronic means in Georgia
1) Is a contract legally enforceable if the parties exchange scanned copies of signed documents by email?
Yes, a contract is legally enforceable when the parties exchange scanned copies of signed documents by email. If the parties agree implicitly or explicitly through business correspondence to exchange scanned copies by email, the signatures on those copies hold the same legal force between the parties as a physical handwritten signature on a hard copy (Law of Georgia on Electronic Signatures and Electronic Documents, Article 4, Paragraph 3.) A contract formed through the exchange of scanned copies via email is recognized as a form of a written contract, holds evidentiary force, and is legally enforceable (Supreme Court Ruling N As-1161-2018), in the opinion of the Cassation Chamber, a contract concluded by means of electronic mail should be regarded as a form of written contract.
However, statutory exceptions apply where Georgian law strictly mandates a specific formal or legal requirement :
Real estate & Property Rights Transactions: Agreements transferring title, creating mortgages, or establishing real rights over real estate require registration in the Public Registry, which typically demands notarized original hard-copy documents or qualified electronic signatures.
Suretyship Agreements: Under the Civil Code of Georgia (Art.892), a suretyship agreement requires a written form. Where strict formal validity or notarization is mandated for specific financial guarantees, simple scanned signatures are insufficient.
Gifts (Promises of Gifts) : A promise to give a gift must be a written document to be legally binding.
Wills & Inheritance Agreements: needs notarization or wet-ink signature in the presence of witnesses.
2) What requirements must be met for an electronic signature to be considered valid and legally binding?
Based on the Law of Georgia on Electronic Documents and Electronic Trust Services, the validity and legal force of an electronic signature depend on its legal classification. The requirements for an electronic signature to be legally binding differ across the three recognized types:
1. Qualified Electronic Signature (QES): Created using a qualified electronic signature creation device and based on a qualified certificate issued by an accredited trust service provider (Georgian Citizen ID). It uniquely identifies the signer, remains under their sole control, and guarantees document integrity by detecting any subsequent alterations. Automatically equivalent to a physical, wet-ink handwritten signature.
2. Advanced Electronic Signature (Docusign, Adobe Sign): Uniquely linked to the signer, capable of identifying them, and created using data under the signer’s high level of control, allowing subsequent document modifications to be detected. Legally binding provided the parties explicitly or implicitly agree to use such platforms, or where specific legislation does not mandate a Qualified Electronic Signature or notarization.
3. Simple Electronic Signature & Scanned Documents: An electronic image/pdf copy of a wet-in signature or a simple electronic confirmation via email (Art 4, Paragraph 3). Valid and enforceable between the contracting parties if there is an explicit or implicit agreement to exchange documents via electronic means.
3) Can a contract be executed entirely electronically without a paper original?
Yes. A contract can be executed entirely electronically without a paper original, provided that the applicable legal requirements for an electronic document and electronic signature are satisfied.
However, its legal status as an “original” depends on the type of electronic signature used: Under Article 4, Paragraph 1 of the Law of Georgia on Electronic Documents and Electronic Trust Services, an electronic document bearing a Qualified Electronic Signature (QES) is automatically considered an original document by operation of law.
Every identical digital copy of such a QES-signed electronic document carries the exact same legal force as a physical paper original.
An electronic contract executed via commercial platforms (like Docusign) or simple electronic means is legally binding and considered an original if the parties have agreed (explicitly or implicitly) to conduct business in this format. However, unlike QES, it does not hold statutory automatic equivalence unless supported by party consent or contractual agreement.
4) Are contracts and agreements concluded through online platforms or mobile applications legally enforceable?
Yes, Any electronic signature or agreement method used on an online platform or app carries the exact same legal weight as a handwritten paper signature if the parties agree (explicitly or through conduct) to interact digitally (Article 3, Paragraph 4). Documents and transactions processed through an information system or mobile app have full evidentiary value, especially when confirmed automatically by the system (Article 16, Paragraph 1).
5) How can a party prove in court that an electronic document was actually signed by a particular person and that its content has not been altered?
Specialized platforms (for instance Signify) generate a unique cryptographic hash code based directly on the signed PDF file. If a party alters the document’s content, the new hash code will not match the original hash recorded in the evidence report, revealing any unauthorized changes or falsification. Digital signing platforms generate an automated evidence report detailing the exact timestamp, IP address, device metadata, operating system, and browser version used at the exact moment of execution.
Under Civil Procedure Code requirements, parties can call digital platform experts into court to testify, verify log files, and conduct technical comparisons between the original electronic file and the submitted court copy.
6) Can a contract be considered validly executed if one or both parties sign it using a facsimile signature?
Yes. A contract may be considered validly executed if one or both parties use a facsimile signature, provided that the use of such a signature is permitted by law or has been agreed upon by the parties.
Under Article 69 (4) of the Civil Code, a facsimile signature may have the same legal effect as a handwritten signature when the relevant legal requirements are met. The reproduction, repetition, or imprinting of a signature by mechanical means is permissible where it is customary, including in the case of securities issued in large quantities.
7) In what circumstances does the law require a specific form of signature or a paper original despite the possibility of executing the contract electronically?
Under Article 3, Paragraph 6 of the Law of Georgia on Electronic Document and Electronic Trust Services, the law explicitly excludes the general application of electronic execution and mandates a specific physical written form, notarization, or paper original for transactions governed by the following provisions of the Civil Code of Georgia:
Article 341 – promise to Transfer or Encumber Property: Agreements obligating a party to transfer ownership of their future property or encumber it require formal notarial authentication on physical paper.
Article 892 – Suretyship requires a physical written declaration specifying a maximum monetary limit of liability. (Exception: The strict paper requirement does not apply if the guarantee is undertaken within the scope of professional or commercial activity)
Article 942 – Lifetime Annuity/Support Agreements: Requires a physical written form, and mandatory notarial authentication if real estate is being transferred.
Article 1357 – Execution of Wills: Wills and testamentary dispositions must be executed strictly in physical written or notarial form, completely excluding electronic execution.
8) What risks should businesses consider when using electronic methods to execute and sign contracts?
Although Supreme Court practice increasingly recognizes electronic agreements, such as email exchanges and electronic loan agreements, as a valid form of written contract, Case N As-1086-2019 demonstrates that the electronic communication alone may not satisfy statutory form requirements where the law requires a specific form for a particular type of contract. In that case, the court held that an electronic offer and acceptance made through an online auction were insufficient to conclude a real estate sale contract because the statutory written-form requirements had not been met and the electronic system did not provide sufficient identification of the parties.
In basic electronic contracts (e.g. email exchanges or basic clickwrap/website terms), a counterparty may claim they never signed the document, alleging that an unauthorized third party used their email or account. Standalone email exchanges and clickwrap systems controlled by one party do not easily provide proof of document integrity (whether the terms were modified post-signing) or an accurate timestamp).
To mitigate these risks, businesses should rely on dedicated e-signature platforms that generate independent evidence reports capturing IP addresses, device metadata, SMS/video authentication, and cryptographic hash codes to guarantee document integrity, unalterable timestamps, and legal non-repudiation under Georgian law.
9) Which types of contracts cannot safely be executed entirely electronically?
Under Article 3, Paragraph 6 of the Law of Georgia on Electronic Document and Electronic Trust Services and Civil code rules, the following contracts cannot safely be executed entirely electronically using basic digital methods:
Real Estate Ownership & Encumbrance Transfers (Civil Code Arts.183 & 341): Require physical notarization and mandatory Public Registry registration; simple electronic exchanges or online auctions fail statutory form requirements.
Suretyship (Civil Code Art. 892): Guarantees given by individuals outside commercial/professional activity strictly require a physical paper document stating a maximum monetary limit.
Lifetime Support/Annuity Agreements (Civil Code Art. 942): Require physical written form, plus mandatory physical notarization when real estate is transferred.
Wills & inheritance Agreements (Civil Code Art. C1357): Must strictly follow physical written or notary execution, completely excluding electronic methods.
Under Article 418, Paragraph 2 of the Civil Code of Georgia, an agreement on a contractual penalty strictly requires written form. (Cases N As-1085-2019 & N As-405-2021) In these decisions, the Supreme Court took a rigid view regarding mandatory written-form requirements. The court held that where a statute imperatively demands a “written form” (such as for penalty clauses or guarantees), simple electronic exchanges, basic clickwrap, or uncertified digital documents fail to satisfy the formal legal standard.
10) Who bears the risk if an account or electronic signature is compromised and a third party signs the contract?
The relying party (creditor/business) bears the primary risk. Under Civil Code (art. 102) the business must prove that the actual account owner executed the contract. If a third party compromised the account, the agreement is unenforceable unless the business can prove the signer’s identity.
The account holder (signer) bears the risk. Without a certificate, the business must prove under Civil Procedure rules that counterparty personally signed it, which is virtually impossible to prove if the account was hacked.
Author: Ana Diasamidze