Sued in Germany
Without a Contract

No signed contract does not automatically mean no claim

In many commercial disputes, the defence begins with a simple point: there is no signed contract. That point may be important. It may show that the German company is suing the wrong party, relying on incomplete negotiations or trying to turn a commercial contact into a binding obligation.

But the absence of a signed document is not always decisive. German law does not require every commercial contract to be signed in one formal document. A claimant may argue that a contract was concluded by offer and acceptance, order and confirmation, delivery and acceptance of goods, performance of services or other conduct.

The defence must therefore be more precise than simply saying: there is no contract. The real question is what exactly the German claimant alleges and whether those allegations can establish a legal obligation against you.

“We never signed a contract” may be an important starting point. It is not always a complete defence by itself.

What the German claimant may allege

A German claimant may try to establish a contractual or quasi-contractual basis even without a signed agreement. The allegations often focus on the course of dealings rather than on a formal contract document.

• An order was placed and accepted
• An offer was confirmed by email or order confirmation
• Goods were delivered and accepted
• Services were performed and used
• Invoices were not rejected or were partly paid
• A framework relationship existed between the parties
• An employee, agent, distributor or intermediary had authority
• Standard terms and conditions were allegedly incorporated
• The claim is based on unjust enrichment, tort or pre-contractual liability rather than contract

Each of these allegations requires a different defence. Some concern contract formation. Others concern the identity of the contracting party, authority, performance, evidence or jurisdiction.

The first defence question: who is the right party?

In international business relationships, the claimant may confuse group companies, branches, distributors, agents, project companies or affiliated entities. The German company may have communicated with one person or entity and later sue another.

This is often a strong defence area. The fact that someone in a corporate group exchanged emails, negotiated commercial points or coordinated performance does not automatically mean that the defendant became the contracting party.

The defence should therefore identify precisely which entity allegedly accepted an offer, placed an order, received goods, approved performance or assumed payment obligations.

In cross-border disputes, “no contract” is often really a question of party identity: who, if anyone, became legally bound?

Authority and representation

Another frequent issue is authority. The German claimant may rely on statements made by an employee, sales representative, project manager, distributor, consultant or intermediary.

The defence may have to examine whether that person had authority to bind the defendant, whether the claimant could reasonably rely on that authority and whether the alleged commitment went beyond what had actually been approved.

This issue can be decisive where negotiations were informal, where several companies were involved or where the alleged contract was formed through emails rather than through a signed agreement.

Do not ignore the lawsuit because the claim seems impossible

A foreign defendant may read the German claim and conclude that the case is absurd because no contract was ever signed. That reaction may be understandable, but it can be dangerous.

German court proceedings require a procedural response. If the defendant does not react properly, the claimant may obtain procedural advantages or even a default judgment, regardless of whether the alleged contract is weak or disputed.

The defence must therefore combine two steps: preserve the procedural position and then attack the alleged legal basis.

More on deadlines: German Court Deadlines When You Are Sued in Germany.

If the claim started with a German payment order

Contract disputes without a signed contract can also begin with a German payment order. This is particularly important because a German payment order may contain almost no reasoning and no supporting documents.

The claimant does not have to attach the alleged contract, invoices or correspondence at the payment order stage. If the claim is disputed, the immediate issue is usually whether an objection must be filed.

More on this issue: Received a German Payment Order.

What if there is no contract but another legal basis?

A German lawsuit may be framed as a contractual claim even though the contract is disputed. But the claimant may also rely on other legal grounds.

Depending on the facts, the German side may argue unjust enrichment, restitution, tort, pre-contractual liability or return of property. These claims may require a different defence from a pure contract case.

This is why the statement of claim must be read carefully. The absence of a signed contract may defeat one legal theory, but the claimant may attempt to rely on another.

Evidence is often decisive

In a case without a signed contract, evidence becomes particularly important. The court will look at documents, correspondence, orders, confirmations, delivery records, invoices, payment behaviour and witness evidence.

The defendant should therefore preserve the full communication history, not only the documents that appear favourable at first glance. In many cases, the best defence lies in the sequence of events: what was offered, what was rejected, what remained open and who actually communicated for which company.

A structured chronology is often more useful than a general statement that no contract exists.