A contract does not have to be written to be enforceable. If the buyer ordered (by phone, message or in person), you supplied, and they accepted the goods or services, a contract exists and the price is payable. Your invoice, delivery proof, e-way bill, the buyer’s messages and any part payments are the evidence. A legal notice setting these out usually brings payment; if not, MSME Samadhaan or a civil suit proceeds on the same evidence. The limitation period is 3 years.
What makes a contract without a signature
A contract needs an offer, acceptance, consideration and intention. In trade, those are: the buyer asked for goods or services (offer), you agreed and supplied (acceptance and performance), and the price was understood (consideration). None of it has to be on paper. The question in a dispute is never “was there a signed contract?” but “can you prove what was agreed and that you performed?” That is a question about evidence, and you probably have more than you think.
The documents that replace a contract
| Document | What it proves |
|---|---|
| WhatsApp or email order, or a quotation the buyer replied to | Terms: items, quantity, price, delivery |
| Your invoice with the buyer’s GSTIN | The transaction, the price, the payment terms stated |
| Delivery challan, LR, e-way bill, POD | Performance: goods delivered |
| Buyer’s ITC claim on your invoice | Buyer accepted the invoice |
| Earlier payments on the same account | Course of dealing and the price the buyer accepted |
| Buyer’s messages after delivery | Acknowledgement, promises to pay, absence of dispute |
If you have an invoice, proof of delivery and a buyer who did not object, you have a contract and a breach. See verbal order, no PO for the pure phone-order case and invoice not signed if that is the worry.
The notice does the work of a contract
A legal notice without a written contract is written slightly differently: it sets out the course of dealing, the specific order and how it was placed, the delivery and acceptance, the invoice and the absence of any objection. It then demands payment and interest. The buyer receiving it realises the “no contract” point is not a defence. FundRaksha sends it within 24 hours; India's No.1 B2B payment recovery company, trusted by 1,000+ businesses.
Which legal route fits
- MSME Samadhaan. For Udyam-registered micro and small suppliers. No contract is needed; the Act sets the payment period (15 days if nothing agreed) and the interest (three times the bank rate). The Facilitation Council decides on invoices and delivery proof. See MSME Samadhaan filing.
- Summary suit. Order XXXVII CPC applies to suits on bills of exchange and written contracts, and to claims for liquidated sums arising on a contract; invoices accepted by conduct are often enough. Where it does not apply, an ordinary recovery suit does.
- Section 138. If the buyer gave a cheque, the absence of a written contract is irrelevant; the cheque was for a debt.
An advocate will tell you in the free consultation which route your evidence supports best.
From the next order onwards
You do not need a lawyer-drafted contract for every sale. You need a habit: send a one-line confirmation of every order by WhatsApp or email (“Confirming your order for X at ₹Y, delivery by Z, payment within 30 days”), put the payment terms and interest on the invoice, and get the challan signed. Those three habits turn a verbal trade into a documented one at no cost. Use FundRaksha Collect (https://collect.fundraksha.com) to track and chase invoices automatically at a 1% fee, before anything becomes a dispute.
Last reviewed: 2026-10-08. Information for Indian businesses; not legal advice.