How to Determine the “Contract Signing Location” for Electronic Contracts?

With the development of electronic information technology, electronic contracts are increasingly widely used in commercial activities. Some electronic contracts stipulate that “the court at the contract signing location shall have jurisdiction”. However, due to the paperless and cross-regional nature of electronic contracts, how to determine the “contract signing location” of electronic contracts?

1. The agreement with a specific location which shall have the actual connection with the agreement.

According to Article 35 of the “Civil Procedure Law”, parties to a contract may, by written agreement, choose a court with jurisdiction over a dispute that has an actual connection to the dispute, including the defendant’s domicile, the place of contract performance, the place of contract signing, etc. Therefore, if the signing location is clearly stipulated in a electronic contract, the parties’ autonomy of will should be respected in principle.

However, it should be noted that if the agreed specific location lacks an actual connection with the dispute (for example, the domiciles of the parties are not in that location, and the performance of the agreement also does not have any connection with the agreed location), it shall be deemed as invalid and then the statutory jurisdiction rules shall be applied. For example, in the case (2023) Zui Gao Fa Min Xia No.36, the Supreme People’s Court clearly stated that, “The parties failed to prove that the contract was actually signed in Hangzhou, and the domiciles of both parties were not in Hangzhou. Since Hangzhou had no actual connection with the dispute, the agreement on jurisdiction is invalid.”

2. If there is no agreement on the specific contract signing location, the contract signing location shall be determined case by case.

There are three main situations.

(1) Online Shopping on E-commerce Platforms: The Buyer’s Domicile or the Delivery Location shall be the Contract Signing Location

Article 491 of the “Civil Code” stipulates that, “If a party issues information on goods or services through the Internet, which constitutes an offer, the contract shall be established when the counterparty successfully submits an order, unless otherwise agreed by the parties. Article 24 of the “Civil Procedure Law” and relevant judicial interpretations provide that for sales contracts concluded through information networks, if the subject matter is delivered through the Internet, the buyer’s domicile shall be the place of contract performance; if the subject matter is delivered by other means, the delivery location shall be the place of contract performance. Therefore, the buyer may file a lawsuit in the court at its own domicile or the delivery location.

(2) Mutual Signing via Scanned Copies with Seals: The Recipient’s domicile of the Acceptance shall be the Contract Signing Location

In practice, it is common to conclude contracts by transmitting scanned copies of contracts with official seals through communication tools such as WeChat or email. This method falls under concluding a contract in the form of data messages and shall be governed by Article 492 of the “Civil Code”, which stipulates that the place where the contract is established is the location of the final “recipient”.

In the case (2024) Hu Min Xia Zhong No.10, the court held that, “A party’s sending of a scanned copy of the contract with a seal via WeChat constituted an offer, and the counterparty’s return of the scanned copy constituted acceptance. The time when the acceptance takes effect shall be governed by the rules for the effectiveness of declarations of will in the form of data messages, i.e., it takes effect when it enters the counterparty’s designated system (such as WeChat). In this case, Company B’s sending of the scanned copy of the contract with its seal to Company A via WeChat constituted an offer, and Company A’s return of the scanned copy with its seal constituted acceptance. The acceptance took effect when the scanned copy entered Company B’s WeChat system. In accordance with Article 492 of the ‘Civil Code’, when a contract is concluded in the form of data messages, the main business place of the recipient (i.e., the main business place of Company B) is the place where the contract is established.”

(3) Sequential Signing via Electronic Signing Platforms: Whether the Location of the Last Signatory is the Contract Signing Location?

If both parties sign an electronic contract sequentially through an electronic signing platform (such as “E Qian Bao”, “Qi Yue Suo”, etc.), how to determine the contract signing location?

In judicial practice, there are different opinions. Some courts hold that the location of the last signatory shall be the contract signing location. For example, in the case (2023) Hu 0151 Min Chu No.369, the court held that, “The method of concluding a contract belongs to concluding a contract in the form of a ‘written contract’, and the provision that ‘the place where the last signature, seal, or fingerprint is affixed is the place where the contract is established’ shall apply. Since Company A affixed its seal first, followed by Company B, the court at the location of Company B (the last signatory) shall have jurisdiction.” Some courts hold that there is no geographically defined contract signing location. For example, in the case (2023) Zui Gao Fa Min Xia No.37, the court held that, “There is no geographically defined signing location for Internet contracts. This contract was signed and confirmed in the virtual space of the Internet. Even though the contract stipulated that the signing location was Pudong New Area, Shanghai, since this location had no connection with either party to the contract, the stipulation was deemed invalid.” It can be seen that in the second case, the Supreme People’s Court did not determine the contract signing location in accordance with Article 492 of the “Civil Code”. Therefore, when signing a contract through an electronic signing platform, it is recommended to clearly stipulate a specific signing location that is associated with both parties or the transaction.