Is a Verbal Agreement Binding in Singapore? Proving an Oral Contract Your Company Relies On

Short answer: Yes. A verbal agreement is generally binding in Singapore if it has an offer, acceptance, consideration, an intention to be legally bound and sufficiently certain terms. A few contracts, such as guarantees and land deals, must be evidenced in signed writing. The practical challenge is proof, which rests on messages, conduct, invoices and witnesses.

Many deals start with a phone call, a handshake or a quick WhatsApp exchange, and the paperwork never follows. If the other side later denies the deal, the first question is whether a verbal agreement is binding in Singapore at all, and the second is whether your company can prove what was agreed. This guide covers both, plus the agreements that must be in writing and what to do before suing. If what you signed was a memorandum of understanding rather than a final deal, read our guide on whether an MOU or letter of intent is binding as well.

Raffles Corporate Services works with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice. This article is general information only and is not legal advice.

When is a verbal agreement binding in Singapore?

A verbal agreement binds when it contains the same elements as any other contract. Singapore law does not, as a general rule, require a commercial contract to be written down or signed.

The court judges what the parties said and did objectively, not what one side privately meant. The five elements are:

If the essential terms cannot be identified, there may be no contract to enforce, however sincere the handshake.

Which contracts must be in writing or evidenced in writing?

Most do not, but a short list of agreements cannot be sued on unless there is signed writing. The main rule is section 6 of the Civil Law Act 1909.

Section 6 does not say these agreements are void. It says no action can be brought on them unless the promise or agreement, or some memorandum or note of it, is in writing and signed by the party to be charged (the person you want to hold liable) or by someone lawfully authorised by that person. The categories are:

Paragraphs (a) and (c) cover promises by executors and agreements made in consideration of marriage, which rarely concern companies.

Two other rules often matter to companies:

• Where a contract between individuals would have to be in writing signed by the parties, a company may make it in writing signed by any person acting under its authority, express or implied (Companies Act 1967, section 41(3)(b)).
• If a debtor acknowledges a debt to restart the limitation period, the acknowledgment must be in writing and signed by the person making it (Limitation Act 1959, sections 26(2) and 27(1)). A verbal “I know I owe you” on the phone does not do this.

Do WhatsApp messages and emails count as a written contract?

They can. Under the Electronic Transactions Act 2010, a contract can be formed by electronic messages, and an electronic record can meet a legal requirement for writing or a signature.

• Section 7: a writing requirement is met if the information in the electronic record is accessible so as to be usable for subsequent reference.
• Section 8: a signature requirement is met if a method identifies the person and indicates their intention about the information, and the method is as reliable as appropriate in the circumstances or proven in fact to have done that job.
• Section 11: an offer and acceptance may be expressed by electronic communications.

So a WhatsApp chat confirming price, quantity and delivery date can itself be the contract, or strong evidence of an oral one. Whether a typed name satisfies section 6 of the Civil Law Act for a guarantee depends on the section 8 test and the facts, so take advice.

There are exclusions. Under section 4 and the First Schedule, Part 2 does not apply to rules of law requiring writing or signatures for wills, indentures, declarations of trust and powers of attorney (except implied, constructive and resulting trusts and lasting powers of attorney), contracts for the sale or other disposition of immovable property or any interest in it, and the conveyance or transfer of immovable property. For property deals, plan on a properly signed document. Our guide to digital signatures and e-signatures covers the practical controls.

Who can agree a verbal contract on behalf of a company?

Anyone acting under the company’s authority, express or implied. Section 41(3)(c) of the Companies Act 1967 allows a contract that would be valid between individuals without writing to be made orally on behalf of a company by any person acting under its authority, and that contract binds the company.

This cuts both ways. Your sales manager’s oral discount may bind your company, while a deal made with a junior employee on the other side may not bind that business if the employee had no authority and was never held out as having it. Ask who said yes, and what gave that person power to commit their company. Our guide to actual and apparent authority explains how the courts approach this.

How do you prove an oral contract in Singapore?

With evidence of what was said and of what both parties did afterwards. The company that wants judgment on the contract must prove the facts it asserts (Evidence Act 1893, section 103), and the burden lies on the party who would fail if no evidence at all were given (section 104).

Conduct consistent with the deal is often more persuasive than anyone’s memory of a conversation.

What if part of the deal is written and part is oral?

The parol evidence rule in sections 93 and 94 of the Evidence Act 1893 then matters. Where the terms of a contract have been reduced to the form of a document, the terms must generally be proved by the document itself (section 93), and evidence of an oral agreement is not admitted between the parties to contradict, vary, add to or subtract from its terms (section 94).

Section 94 has exceptions. A separate oral agreement on a matter on which the document is silent, and which is not inconsistent with it, may be proved, with the court having regard to how formal the document is (proviso (b)). An oral condition precedent may be proved (proviso (c)), and so may a distinct later oral agreement to rescind or modify the contract, except where the contract is required by law to be in writing or has been registered (proviso (d)). An informal invoice silent on payment terms leaves room to prove an oral term; a detailed signed agreement leaves very little.

How do you turn an oral deal into a written record, step by step?

Send a short confirmation in writing as soon as possible after the conversation and ask the other side to reply. This turns a contest of memories into a documentary record.

1. On the same day, note the parties, goods or services, price, payment terms, dates and any conditions.
2. Check that the person who agreed on the other side can commit their company.
3. Send a confirmation email or message: “Further to our call today, we confirm our agreement that…” with the terms in numbered points.
4. Ask for a reply confirming the terms, and follow up if none arrives.
5. If the other side corrects a term, settle it in writing before performing.
6. For a guarantee, a property interest or an arrangement lasting more than a year, get a document signed by the party to be bound.
7. File the confirmation, replies, invoice and proof of payment together in the company’s records.

An unanswered confirmation is not conclusive, but silence followed by performance is strong evidence of the terms.

How do you sue on an oral contract, and how long do you have?

The same way as on a written contract: make a written offer of amicable resolution first, then file in the court that matches the amount claimed. Proceedings in the Magistrate’s Court, District Court and High Court are conducted by a Singapore Advocate and Solicitor acting for your company.

Before starting an action, a party must make an offer of amicable resolution unless it has reasonable grounds not to (Rules of Court 2021, Order 5, Rule 1(2)). The offer and any rejection must be in writing, and the offer must stay open for at least 14 days unless the parties agree otherwise (Order 5, Rule 2).

The time limit for a contract claim is 6 years from the date the cause of action accrued, usually the date of breach (Limitation Act 1959, section 6(1)(a)). For unpaid invoices, our guide to the debt limitation period explains how a signed acknowledgment or part payment restarts the clock. Our guide on how to sue a company in Singapore covers each court in more detail, and our guide to breach of contract damages explains what you can recover.

Costs depend mainly on whether the existence of the contract is disputed: a denial of any agreement means witness evidence and cross-examination. Ask your solicitor for current court fees and a written fee estimate; we do not quote solicitors’ fees here.

What does the company secretary prepare, and what does the solicitor do?

Your company secretary or corporate service provider (CSP) assembles the records and authority documents. The Singapore Advocate and Solicitor advises on the claim, drafts and files every court document, and appears in court.

Raffles Corporate Services does not give legal advice or act in court; a law firm from our panel handles any proceedings. If a counterparty is denying a deal your company relied on, speak to a lawyer before you send anything that might be read as accepting different terms.

What are the common mistakes with verbal agreements?

Most come from relying on memory instead of a record.

• Agreeing price and scope on a call and never sending a confirmation.
• Accepting a director’s verbal promise to “cover” the company’s debts, which cannot be sued on without signed writing.
• Agreeing a multi-year arrangement orally, which falls within the one-year rule in section 6(e).
• Deleting chat messages, or changing phones without a backup.
• Dealing with someone on the other side who had no authority to commit their company.

Frequently asked questions

Is a handshake deal legally binding in Singapore?

Generally yes, if all five elements of a contract are present. The exceptions are the agreements in section 6 of the Civil Law Act 1909, such as guarantees and land contracts, which need signed writing before anyone can sue on them.

Can a WhatsApp message be a binding contract?

Yes. Section 11 of the Electronic Transactions Act 2010 confirms that an offer and acceptance may be expressed by electronic communications. The messages must still show agreement on certain terms and an intention to be bound.

Is a verbal personal guarantee from a director enforceable?

Not by legal action unless the guarantee, or a memorandum or note of it, is in writing and signed by the guarantor or someone lawfully authorised by them (Civil Law Act 1909, section 6(b)). Get guarantees signed.

Can a verbal agreement change a written contract?

Sometimes. Section 94(d) of the Evidence Act 1893 allows a distinct later oral agreement to rescind or modify a contract to be proved, except where the contract is required by law to be in writing or has been registered. Check the contract itself too, as many contracts say variations must be in writing.

How long do we have to sue on an oral contract?

Generally 6 years from the date the cause of action accrued (Limitation Act 1959, section 6(1)(a)). Claims in the Small Claims Tribunals must be brought within 2 years.

Last reviewed: 5 November 2026. The Editorial Team, Raffles Corporate Services.