Almost certainly yes.
You are looking at an unpaid invoice, a chain of emails confirming the scope of work, a purchase order with a reference number, a delivery confirmation signed by someone in their warehouse — and no formal contract. You are wondering whether any of this is enforceable. You are imagining a judge looking at your evidence and telling you it does not count because nobody signed a PDF.
That is not how commercial law works in most jurisdictions. And the debtor who told you "we don't have a contract" is usually counting on you not knowing that.
What constitutes a contract
A contract does not require a signature, a letterhead, or a notary. In most civil-law and common-law jurisdictions, a contract requires three things: an offer, an acceptance, and consideration (something of value exchanged). An email saying "please proceed with the order" is an acceptance. A purchase order is an offer. Delivery of goods or services is consideration.
In Germany, contracts are formed by agreement — a signed document is evidence of the agreement but not the agreement itself. In France, the Code civil recognises contracts formed by electronic communication. In England and Wales, the vast majority of commercial contracts are formed without a signed document at all — oral agreements are legally binding, though harder to prove.
The question is never "do we have a contract?" The question is "can we prove the terms?"
The evidence that does the work
Purchase orders. Delivery notes. Proof of receipt — a signature on a delivery slip, a tracking confirmation, an email acknowledging receipt. Invoices that were received without objection. Partial payments — if the debtor paid 50% of the invoice, they have acknowledged the obligation. Any subsequent dispute over whether an agreement existed is undermined by the payment they already made.
Email correspondence is particularly powerful. A thread where the debtor discusses specifications, confirms quantities, requests delivery dates, and then receives the goods creates a documentary trail that most courts consider conclusive evidence of a commercial relationship and its terms.
What you do not have is irrelevant. What you do have is the case.
The debtor's favourite excuse
"We never signed anything" is not a legal defence. It is a negotiation tactic.
The debtor is hoping you believe that without a formal contract, you have no claim. Some creditors do believe this. They write off the debt. The debtor keeps the goods and the money. This works often enough that debtors continue using it.
A professional collection agency has heard this sentence in forty languages. The response is not to argue about contract formation. The response is to present the evidence — the purchase order, the delivery confirmation, the emails, the partial payment — and to remind the debtor that the applicable court will evaluate the evidence, not the absence of a signed PDF.
In most jurisdictions, the burden of proof for an undisputed commercial debt is straightforward: you delivered something of value, the debtor received it, the debtor has not paid. The mechanism of agreement matters less than the fact of the transaction.
When the absence of a contract does matter
It matters when the terms are in dispute. If there is no written agreement on price, and the debtor claims a different amount was agreed, you have a harder case. If there is no agreement on payment terms, the statutory default applies — which in the EU is 30 days under Directive 2011/7. If there is no agreement on jurisdiction, the debtor's country of incorporation typically governs.
The absence of a formal contract does not prevent collection. It may complicate a dispute over terms. These are different problems requiring different approaches, and a professional assessment will tell you which one you are facing within 48 hours.
The next contract you negotiate should be written and signed. The unpaid invoice you are looking at right now does not need one to be collectible.
Elena Vasquez
Legal Affairs Director
Elena leads our legal escalation team with expertise in multi-jurisdictional enforcement and commercial litigation strategy.
