Can I Sue a Chinese Supplier Without a Written Contract?

A foreign buyer has been purchasing electronic components from a Shenzhen manufacturer for two years. There is no signed contract — just purchase orders sent by email, WeChat messages confirming quantities and prices, and wire transfer records showing payment. The supplier ships a batch of defective components, and the buyer wants to know: without a written contract, is there any legal basis to pursue a claim?

The answer, under both PRC law and CISG, is yes — but the absence of a written contract changes the evidentiary landscape and creates specific challenges that the buyer must address before filing any claim.

Oral Contracts Are Valid Under PRC Law

PRC Civil Code Article 469 provides that contracts may be formed in written, oral, or other form. There is no general requirement that contracts be in writing to be enforceable — the Civil Code recognizes oral agreements as legally binding contracts. Article 490 further provides that even when the parties agree to use a written contract, the contract is formed when both parties sign, seal, or affix fingerprints — but if one party has performed its principal obligation before signing and the other party accepts performance, the contract is formed upon performance.

This means that the buyer who has been sending purchase orders, paying for goods, and receiving shipments has formed a binding contract with the Chinese supplier through course of dealing, even without a signed written agreement. The challenge is not whether a contract exists — it is proving the contract's terms.

CISG Does Not Require Written Form

Under CISG Article 11, "a contract of sale need not be concluded in or evidenced by writing and is not subject to any other requirement as to form." However, when China ratified the CISG, it originally made a reservation under Article 96, declaring that any CISG provision allowing a contract to be made in a form other than writing would not apply where any party had its place of business in China. This reservation effectively required written form for international sale of goods contracts involving Chinese parties.

In 2013, China withdrew this Article 96 reservation, effective from August 1, 2013. Since that date, CISG Article 11 applies fully in China — oral contracts for the international sale of goods are valid without any writing requirement. This withdrawal is significant because it removes a formal barrier that previously existed for foreign buyers who dealt with Chinese suppliers on an informal basis.

The Evidence Problem

While the law validates oral contracts, pursuing a claim without a written contract requires the buyer to prove three things: that a contract existed, what its terms were, and that the supplier breached those terms. In CIETAC arbitration and Chinese court proceedings, the burden of proof falls on the claimant under PRC Civil Procedure Law Article 64.

The buyer should gather and preserve every piece of documentary evidence available: purchase orders (even if unsigned, they establish the parties' course of dealing), email correspondence discussing specifications, prices, delivery dates, and quality requirements, WeChat and messaging records (which Chinese courts and CIETAC tribunals accept as evidence under the Electronic Commerce Law and Supreme People's Court evidence rules), bank transfer records showing payment amounts and dates, shipping documents including bills of lading, packing lists, and commercial invoices, inspection reports from the buyer's warehouse or a third-party inspector documenting the defects, and any prior dealings where the supplier performed satisfactorily (establishing the baseline expectation).

Under CISG Article 8(3), "due consideration is to be given to all relevant circumstances of the case including the negotiations, any practices which the parties have established between themselves, usages and any subsequent conduct of the parties." This provision is particularly helpful for the buyer without a written contract because it allows the tribunal to reconstruct the contractual terms from the parties' actual conduct and communications.

Proving Quality Standards Without a Written Specification

When there is no written quality specification, the buyer can rely on several legal provisions. Under CISG Article 35(2)(a), goods must be "fit for the purposes for which goods of the same description would ordinarily be used." Under PRC Civil Code Article 511, when the quality standard is unclear, the parties should supplement it by agreement; if they cannot agree, performance should meet national or industry standards, or if no standard exists, the quality should meet the purpose of the contract.

Prior shipments that met the buyer's requirements establish a factual quality standard. If the supplier shipped conforming goods for 18 months and then shipped defective goods, the prior shipments serve as evidence of the agreed quality level. The buyer should retain samples of both conforming and defective goods, and have the defective goods inspected by an independent third party before raising the claim.

Filing the Claim

Without a written arbitration agreement, the buyer faces an additional challenge: where to file the claim. CIETAC requires a written arbitration agreement (which can be contained in an exchange of correspondence, including email). If the buyer's purchase orders or the supplier's order confirmations contain an arbitration clause — even in standard terms and conditions printed on the back of the form — this may be sufficient.

If there is no arbitration agreement at all, the buyer must file in a Chinese court rather than at CIETAC. The competent court is the People's Court at the defendant's domicile or at the place of contract performance. Under PRC Civil Procedure Law Article 23, the place of contract performance for sale of goods is the place of delivery — which may be the buyer's location if the delivery term was CIF or DDP, giving the buyer the option of filing in a more convenient jurisdiction.

The absence of a written contract makes the claim harder, but it does not make it impossible. The key is preserving evidence, acting quickly on the notice requirements under CISG Article 39, and engaging licensed PRC attorneys who can navigate both the evidentiary and procedural requirements of a claim based on oral agreement and course of dealing.

If you are dealing with a dispute involving a Chinese supplier and do not have a signed contract, consult licensed PRC attorneys who can assess your evidence and options.