This article examines how US suppliers can enforce contracts in Iraq where the customer used the goods or services but never signed the expected acceptance certificate or contract. The missing signature does not decide the claim either way. Iraqi contract and evidence law require analysis of agreement, authority, performance and any mandatory formalities, and the supplier should identify what the customer’s conduct proves and what still requires separate evidence.
The framework includes the Iraqi Civil Code No. 40 of 1951, which recognises that consent may be expressed by words, writing or conduct that clearly indicates intention; the Evidence Law No. 107 of 1979, which governs documentary evidence, admissions and the weight of unsigned records; the Electronic Signature and Electronic Transactions Law No. 78 of 2012; the Civil Procedure Law No. 83 of 1969; and, for public customers, the Public Contracts Implementation Instructions No. 1 of 2025.
Distinguishing formation from performance acceptance
A missing signed contract raises a different question from a missing acceptance certificate under an already signed agreement. The Civil Code allows contracts to be formed by conduct where it clearly shows intention, unless the law or the parties require a particular form. Conduct cannot, however, replace a form or approval that the law requires, such as registration for real estate transactions or approval of a public contract.
The purchase order, offer, negotiations and agreed acceptance procedure should be reviewed. A review of commercial contracting in Iraq should establish which terms were accepted and whether the parties intended signature to be a condition of being bound. A supplier’s invoice does not prove the customer’s agreement to every printed term on it.
Connecting conduct to a person with authority
Delivery to a warehouse, activation of software or use of equipment is relevant evidence, but its significance depends on who acted and their authority. A storekeeper’s receipt may prove that goods arrived without proving agreement to price, final quality acceptance or waiver of defects.
The evidence should identify:
- The person who ordered or approved the supply.
- Delivery records and the recipient’s role.
- Customer use, instructions and requests for further work.
- Payments or acknowledgements linked to the transaction.
- Complaints, reservations and messages about incomplete work.
For public bodies, procurement and approval requirements must be checked independently. Operational use by staff does not prove that an authorised government contract or variation exists, and public entities may resist payment for work not formally approved. Partial payments should be traced to the items they relate to.
Preserving electronic communications
Emails, messaging app conversations and system logs help establish events, but authenticity and attribution matter. Originals and metadata should be preserved rather than selected screenshots. The Evidence Law and Electronic Transactions Law require assessment of the particular record and the purpose for which it is offered, and Iraqi courts may require expert verification of disputed electronic evidence.
Complete conversations should be kept where context affects meaning. An acknowledgement that goods arrived is different from an acknowledgement that the full price is due. Certified Arabic translations should retain reservations and conditional wording.
Analysing payment and remedies separately
The supplier must link the customer’s conduct to the contractual payment trigger. Use of a partly completed system may not prove that every milestone was achieved. Equally, a customer generally cannot avoid an obligation by refusing to issue a document it was contractually required to provide; the Civil Code treats a condition prevented in bad faith by the party it would bind as fulfilled.
Alternative legal bases, such as the Civil Code’s rules on unjust enrichment, may help where a contract is defective, but their requirements must be met and they interact with mandatory formalities. They are not an automatic cure for every missing document.
Interim protection and enforcement
Where there is a risk of asset dissipation, the supplier may seek provisional attachment from the Iraqi court, but must show a credible claim. A file showing delivery, use and partial acknowledgement strengthens such an application. After judgment, enforcement proceeds through the Execution Directorate, and identifying the debtor’s assets early improves recovery prospects.
Building the claim around what can be proved
The claim file should be organised by obligation, authority, performance and amount outstanding, including adverse documents that need explaining. Presenting weaknesses honestly and addressing them is usually more persuasive to an Iraqi court than overstatement.
Suppliers can also reduce the risk of future disputes by building acceptance mechanics into their contracts, such as deemed acceptance after a defined period of use without written objection. Such clauses must be drafted carefully and remain subject to Iraqi law, but they give the supplier a clearer basis for claiming payment when customers delay signing certificates.
Conclusion & how Etihad Law Firm can help
A missing signature is a challenge of proof, not necessarily a bar to recovery. Claims succeed when conduct, authority and performance are linked carefully to the legal elements of the obligation.
As Iraq contract enforcement lawyers for American companies, Etihad Law Firm assesses evidence, prepares claims, obtains provisional attachments and conducts litigation and enforcement in Iraq, helping US suppliers use acceptance conduct appropriately while addressing the legal limits of missing signatures.