- A verbal agreement is intentions, not a contract. It breaks over money, deadlines and scope.
- The law requires deals between companies, with a company, and between individuals above 340 hryvnias to be made in writing.
- Messenger correspondence can count as written form too, if it captures the essence of the deal.
The most expensive words in business: “but we agreed”.
Almost every conflict people bring to me starts the same way. Two decent people agree on something verbally, shake hands and get to work. A couple of months later it turns out each remembers that conversation their own way.
Nobody is lying. Memory simply bends towards self-interest, and a year later each sincerely remembers the same conversation in their own favour.
Three places where it all breaks
A verbal agreement almost always falls apart in the same places.
| Where | How it sounds later |
|---|---|
| Money | “I thought that already included VAT.” “The prepayment is non-refundable, though.” |
| Deadlines | “Well, you knew it was approximate.” |
| Scope | “That was never part of our deal.” |
Notice that no row contains a lie. There are two different pictures in two heads, and not a single piece of paper to show whose is right.
What the law says
The Civil Code allows verbal agreements, but not always. Article 208 requires written form for deals between companies, between a person and a company, and between individuals when the amount exceeds 340 hryvnias. In other words, for almost anything to do with business.
If there's no written form, the contract usually isn't void. The problem is elsewhere: Article 218 prohibits proving such a contract by witness testimony if the other side denies it. You'll come to court with a friend who heard everything, and the court simply won't listen to him.
When it comes to court, it's not who's right that wins, but who has it in writing. The court reads the document, not your memory.
Messages count too
Written form doesn't have to mean paper with a stamp. The law also treats as written an agreement the parties recorded in letters or messages. So even a short message after a conversation is better than nothing:
“To sum up what we agreed: you build the website by 30 November, price €2,000 excluding VAT, 50% upfront, the rest after launch. Up to two rounds of edits. Right?”
What matters is that the other side replies “yes”, not just with a reaction.
What to write down, at least briefly
Even “between friends”. Especially between friends. The minimum that saves most situations:
- who the parties are and what exactly has to be done or delivered;
- the price, the currency and whether VAT is included;
- the deadlines and what happens if they're missed;
- how the work is accepted and who decides it's done;
- how to exit the deal and what happens to the money then.
Five points take half a page. A failed project costs far more.
When to bring in a lawyer
If the deal involves large sums, long deadlines, a foreign party or rights to the work product (code, design, texts), a template or a messenger message is no longer enough. You need contract drafting for your deal. If the other side sent you the contract, start with a contract review.
And if you've already lent money on a handshake, here's what to do: lending to a friend: the kind of receipt that works in court.
Frequently asked questions
Is a verbal contract void?
Mostly not. But if the other side denies the agreement existed, the court won't hear witnesses. You'll have to prove it with documents: correspondence, payments, acceptance certificates.
Does correspondence on Telegram or Viber count as written form?
It can, if it shows who the parties are, what was agreed, the price and the deadlines. But it won't settle an argument about what exactly “ok” meant.
How much does it cost to draft a contract?
From €150. I prepare a short contract for a simple deal in a few days.
This article is general in nature and is not legal advice. Every situation has its own nuances.
