Legal Significance of Electronic Correspondence - FCHAIN

Legal Significance of Electronic Correspondence

Email and messaging applications have become standard tools of business communication: parties use them to agree commercial terms, exchange documents, confirm orders and discuss contractual amendments. Such communications may also have independent legal significance and affect the parties’ rights and obligations.

 

In short, the key points are as follows:

• under certain conditions, electronic correspondence may satisfy the written-form requirements applicable to a transaction;
• emails and messages exchanged through messaging applications may confirm the conclusion, amendment or performance of a contract;
• electronic correspondence may be used as evidence in court, although it does not have predetermined evidentiary force;
• notarial securing of correspondence is not mandatory but may be used to preserve evidence before court proceedings are commenced;
• the legal significance of correspondence depends on the content of the messages, the authority of the participants, the terms of the contract and applicable legal requirements.

Below, we take a closer look at when electronic correspondence has legal significance and what practical risks businesses should take into account.

1. Can a contract be concluded through electronic correspondence?

The legislation of the Republic of Kazakhstan allows this possibility, but the legal effect of electronic correspondence depends on its content, the ability to identify the participants and their expression of will, as well as on statutory requirements and the parties’ own agreement.

Under paragraph 1-1 of Article 152 of the Civil Code of the Republic of Kazakhstan (the “Civil Code”), the written form of a transaction may be made on paper or in electronic form.

Paragraph 2 of Article 152 sets out the general rule that a transaction made in writing must be signed by the parties or their representatives unless otherwise follows from business customs. At the same time, paragraph 3 of the same Article specifically provides that, unless legislation or the agreement of the parties provides otherwise, the exchange of letters, electronic documents, electronic messages or other documents identifying the parties and the content of their expression of will is equivalent to making a transaction in writing.

Accordingly, the absence of an electronic digital signature (“EDS”) on an ordinary electronic message does not by itself exclude the application of paragraph 3 of Article 152 of the Civil Code. However, the mere fact that a message was sent by email or through a messaging application does not automatically mean that the written-form requirement has been satisfied: the correspondence must allow the parties and the content of their expression of will to be identified, and neither legislation nor the parties’ agreement may impose different requirements.

An electronic message should also be distinguished from an electronic document within the meaning of the Digital Code of the Republic of Kazakhstan. Under Article 62 of the Digital Code, an electronic document is a digital record whose authenticity, ownership and immutability are confirmed by means of an EDS. An electronic document that complies with the Code and is certified by the EDS of a person authorized to sign it is equivalent to a signed paper document.

Therefore, an ordinary electronic message that is not certified by an EDS is not an electronic document within the meaning of Article 62 of the Digital Code. This, however, does not by itself prevent paragraph 3 of Article 152 of the Civil Code from applying to such correspondence.

Special statutory requirements applicable to particular transactions must also be observed. If legislation or the parties’ agreement requires mandatory notarization, Article 154 of the Civil Code applies. Transactions that are subject by law to mandatory state or other registration are governed by Article 155 of the Civil Code. In such cases, compliance only with the simple written form, including through electronic correspondence, is not sufficient.

2. When can correspondence result in the conclusion of a contract?

The mere fact that the parties communicated is not sufficient to conclude a contract.

Under Article 393 of the Civil Code, a contract is deemed concluded when the parties have reached agreement, in the form required in the relevant case, on all of its essential terms.

As a general rule, a contract is concluded through an offer by one party and acceptance by the other. Under Article 395 of the Civil Code, an offer must be sufficiently definite and must express the offeror’s intention to be bound if the offer is accepted. A proposal is sufficiently definite if it contains the essential terms of the contract or the procedure for determining them.

Article 396 of the Civil Code provides that an acceptance must be full and unconditional. Acceptance may be expressed not only by an explicit statement of consent. If, within the period established for acceptance, the recipient of the offer performs actions aimed at fulfilling the terms stated in the offer — for example, ships goods, provides services, performs work or pays the relevant amount — such actions are deemed to constitute acceptance unless legislation or the offer itself provides otherwise.

In addition, paragraph 2 of Article 394 of the Civil Code expressly provides that the written form of a contract is deemed satisfied if a written offer to conclude a contract is accepted through the actions referred to in paragraph 3 of Article 396 of the Civil Code.

Accordingly, when assessing the legal significance of correspondence, it is necessary to consider not only the content of the messages but also the parties’ subsequent conduct. If the correspondence contains an offer that meets the statutory requirements and the other party fully and unconditionally accepts it, or performs the actions contemplated by paragraph 3 of Article 396 of the Civil Code, the totality of those circumstances may indicate that a contract has been concluded.

A separate rule applies to foreign economic transactions: under paragraph 3 of Article 153 of the Civil Code, failure to comply with the simple written form of a foreign economic transaction renders it null and void.

3. Can an existing contract be amended by email or messaging application?

This possibility cannot be ruled out, but the requirements of law and the terms of the contract itself are decisive.

Under paragraph 1 of Article 402 of the Civil Code, an agreement to amend or terminate a contract must be made in the same form as the contract unless otherwise follows from legislation, the contract or business customs.

At the same time, Article 152 of the Civil Code allows the written form to be satisfied through the exchange of electronic messages where the conditions of that Article are met. Therefore, the mere fact that the original contract was signed on paper does not mean that subsequent electronic correspondence is legally irrelevant in every case.

However, the parties may agree on a specific form and procedure for amendments. If the contract expressly provides that changes to the price, deadlines, scope of services or other terms may be made only by signing a separate addendum or another document in a form agreed by the parties, that contractual procedure must be taken into account.

Accordingly, before agreeing amendments by email or messaging application, the provisions of the underlying contract governing the form and procedure for amendments should be reviewed.

4. Can electronic correspondence be used as evidence in court?

Yes. The Civil Procedure Code of the Republic of Kazakhstan (the “Civil Procedure Code”) permits the use of written evidence and materials stored on electronic and digital media, subject to the applicable procedural requirements.

Under Article 100 of the Civil Procedure Code, written evidence includes, among other things, documents and business or personal letters containing information about circumstances relevant to the case. Part 6 of that Article separately regulates evidence in the form of electronic documents or copies thereof certified by an EDS.

Article 99 of the Civil Procedure Code also allows other materials on electronic and digital media to be submitted if they are relevant to the case and meet the criteria of relevance and admissibility. A person submitting such evidence on tangible media, or requesting assistance in obtaining it, must indicate when, by whom, under what conditions and in what circumstances the records were made. Failure to provide this information precludes examination of such evidence at the court hearing.

The existence of correspondence does not by itself mean that the circumstances described in it will automatically be treated as proven. Under Article 16 of the Civil Procedure Code, no evidence has predetermined force for the court. Under Article 68, each item of evidence is assessed for relevance, admissibility and reliability, while the evidence as a whole is assessed for sufficiency to resolve the civil case.

In addition, paragraph 2 of Article 392 of the Civil Code expressly provides that, where the literal interpretation of contractual terms does not allow the content of the contract to be determined, the court, in ascertaining the parties’ actual common intention, takes into account, among other circumstances, pre-contractual negotiations and correspondence, the parties’ established course of dealing, business customs and their subsequent conduct.

The legal significance of particular correspondence therefore depends on its content, the ability to identify the participants, the connection between the messages and the subject matter of the dispute, other evidence submitted and the overall circumstances of the case.

Using corporate email addresses, identifying official communication channels in the contract and preserving the complete message chain may reduce the risk of disputes concerning the origin and content of correspondence, but they do not give any individual message predetermined evidentiary force.

5. Must correspondence or screenshots be notarized?

Legislation does not impose a general requirement to notarize every item of electronic correspondence or every screenshot in order for it to be used as evidence.

However, notarial securing of evidence may be used where there are grounds to believe that it will later become impossible or difficult to submit the relevant evidence.

Under Article 98 of the Law of the Republic of Kazakhstan “On Notaries”, at the request of interested persons a notary secures evidence necessary in the event that a case arises before a court or another competent authority if there are grounds to believe that subsequent submission of the evidence will become impossible or difficult.

Under Article 99 of that Law, when securing evidence a notary may, among other things, examine material, written and electronic evidence. The procedure is further detailed in Chapter 23 of the Rules for Performance of Notarial Acts by Notaries, approved by Order No. 31 of the Minister of Justice of the Republic of Kazakhstan dated 31 January 2012 (paragraphs 205–213).

Accordingly, notarial securing of correspondence is not a mandatory condition of admissibility but an additional mechanism for preserving evidence where there is a corresponding need.

A procedural limitation should also be taken into account: a notary does not secure evidence in a case that, at the time of the application, is already pending before a court or another competent authority. Under Article 69 of the Civil Procedure Code, evidence before court proceedings are commenced is secured in accordance with notarial legislation, whereas after proceedings have been commenced the issue of securing evidence is dealt with by the court.

6. Who may conduct legally significant correspondence on behalf of a company?

Separate attention should be paid to the authority of the person communicating on behalf of the company.

Under Article 37 of the Civil Code, a legal entity acquires civil rights and assumes obligations through its bodies acting in accordance with legislative acts and its constitutive documents.

Article 163 of the Civil Code provides that a representative’s authority may be based on a power of attorney, legislation, a court decision or an administrative act. Authority may also be apparent from the circumstances in which the representative acts.

Therefore, the fact that an employee sends a message from a corporate email address is not, by itself, an independent basis of authority expressly listed in Article 163 of the Civil Code. When assessing legal consequences, the employee’s position, the scope of authority granted, powers of attorney, constitutive documents, contractual terms and other circumstances should be taken into account.

At the same time, a lack of authority does not always mean that no consequences can arise for the company. Under Article 165 of the Civil Code, a transaction made on behalf of another person by an unauthorized person, or in excess of authority, creates, changes or terminates rights and obligations for the represented person only if subsequently approved by that person. Such subsequent approval validates the transaction from the moment it was made.

7. How can risks arising from electronic correspondence be reduced?

Civil legislation is based on the principle of freedom of contract. Under Articles 380 and 382 of the Civil Code, the parties are free to conclude contracts and, as a general rule, determine their terms at their discretion. At the same time, under Article 383 of the Civil Code, a contract must comply with mandatory rules of legislation applicable to the parties.

The parties may therefore regulate electronic communications directly in the contract. In practice, it is advisable to identify official email addresses and other agreed communication channels, establish the procedure for sending and receiving legally significant messages, and specify which matters may be agreed through electronic correspondence and which require a separately signed document.

The contract should also address communication through employees, while the company should ensure that their authority is properly documented where their actions may result in the creation, amendment or termination of the company’s obligations.

If the parties intend to allow particular contractual terms to be amended through electronic correspondence, it is advisable to state this procedure expressly and unambiguously in the contract, including the permitted communication channels and the method for confirming consent.

A contractual clause on electronic correspondence does not, however, override mandatory statutory requirements concerning the form of particular transactions and does not replace the proper documentation of representatives’ authority.

 

Conclusion

Electronic correspondence in Kazakhstan is more than a supplementary communication channel.

Where the conditions established by civil legislation are met, the exchange of electronic messages may satisfy the written-form requirements applicable to a transaction. Correspondence may also confirm the conclusion, amendment or performance of a contract and may be used as evidence in the event of a dispute.

At the same time, the legal significance of a particular message depends on its content, the ability to identify the participants and their expression of will, the sender’s authority, statutory requirements applicable to the specific transaction, the terms of the contract and other circumstances.

Companies should therefore not only retain material business correspondence but also establish clear rules for electronic communications in their contracts and internal business processes.

 

FChain provides comprehensive legal support on contract management and the organization of legally significant business correspondence. As part of this work, we review existing contracts and the communication channels used by companies, assess procedures for agreeing and amending contractual terms, verify the authority of persons involved in correspondence, and identify legal risks associated with the use of email and messaging applications in communications with counterparties.

Our support may include drafting and updating contractual provisions on electronic communications, defining official communication channels and authorized contact persons, establishing procedures for sending and receiving legally significant notices, and distinguishing between matters that may be agreed through correspondence and those that require execution of a separate document. In the event of a dispute, we can also conduct a legal review of existing correspondence from the perspective of its evidentiary value and provide recommendations on the proper preservation and recording of electronic evidence.

• Business Legal Support — comprehensive legal support for companies, including contract management, interaction with counterparties, and legally significant business communications.
• Legal Audit — review of contracts, internal processes, and electronic communication mechanisms to identify legal risks and determine whether updates are required.
• Contract Drafting — drafting and review of contracts, including provisions on electronic correspondence, procedures for agreeing amendments, official communication channels, and the authority of the parties’ representatives.

Electronic correspondence has become an integral part of contractual relationships. However, its legal significance depends not merely on the communication channel itself, but on the content of the messages, the authority of the participants, the terms of the contract, and compliance with applicable legal requirements. Therefore, establishing clear rules for electronic communications in advance and properly structuring the relevant contractual mechanisms can significantly reduce the risk of disputes and legal uncertainty in relationships with counterparties.

 

Legal News – October, 2026

Prepared by: Sergey Gaidarov

Senior Legal Adviser

FChain Kazakhstan

📩almaty@f-chain.com
WhatsApp: +7 771 214 1820