In the business world, many disputes arise due to partnership agreements that are not properly documented or based only on verbal promises. Some partners rely on casual messages or emails, only to later find themselves excluded from the deal. Here, the principle of proof in writing serves as a legal safety net for those who did not sign a formal contract. Yet, the safest approach is always drafting a clear, written partnership agreement or company contract.
What is the Principle of Proof in Writing?
It is a legal evidentiary rule that recognizes informal writings (such as emails, WhatsApp messages, or drafts) as a starting point of proof that can be completed with witness testimony or circumstantial evidence. However, relying solely on this principle is risky. Nothing replaces a properly drafted partnership contract that secures all partners’ rights.
Practical Example
Khalid, an experienced hotel investor, prepared a feasibility study for his friend Salem in exchange for a 3% stake in a hotel project in Dubai. He shared the study by email and later received a WhatsApp message confirming that the project had started. Months later, he discovered the hotel was established with another partner, and he was excluded.
In such cases, Khalid may rely on the principle of proof in writing to present these messages as initial evidence. But if there had been a written partnership agreement, his rights would have been far more secure.
Why Draft a Written Partnership Agreement?
- Clearly defines partners’ rights and obligations.
- Prevents disputes through clear and binding terms.
- Protects a partner from exclusion or misuse of their contribution.
- Covers both primary partnership agreements and sub-partnership contracts.
- Ensures full judicial recognition without relying on partial evidence.
Conditions for Applying the Principle of Proof in Writing
- The writing must originate from the opposing party.
- It must make the alleged transaction reasonably probable.
- It must be supported by other means of proof (e.g., witnesses, circumstantial evidence).
Comparison: Written Contract vs. Proof in Writing
| Aspect | Written Contract | Proof in Writing |
|---|---|---|
| Evidentiary strength | Full and conclusive evidence | Partial, requires completion |
| Judicial reliance | Direct and straightforward | Conditional and limited |
| Risks | Very low | High — may be rejected |
| Protection of partners’ rights | Comprehensive | Limited |
Why You Need a Lawyer
Drafting a company contract or a partnership agreement in compliance with Saudi law is the real safeguard for business success. Relying on the principle of proof in writing is only a fallback, not a permanent solution.
How Mohammed Almuzayen Law Firm Can Help
Our extensive experience in drafting partnership and company contracts, combined with daily practice in resolving commercial disputes before courts and arbitration centers, enables us to secure partners’ rights from day one.
We assist with:
- Drafting partnership agreements fully aligned with Saudi regulations.
- Ensuring clarity of rights and obligations for all parties.
- Handling disputes using the principle of proof in writing and other evidentiary tools.
- Providing preventive legal advice to avoid conflicts altogether.
Whether you are setting up your first company or expanding across multiple projects, our legal expertise ensures every clause of your agreement protects you before conflicts arise.
FAQ
1. Why is a written partnership agreement necessary?
To secure partners’ rights, prevent disputes, and clearly document obligations.
2. What is the difference between a company contract and a sub-partnership contract?
A company contract governs the establishment of the legal entity between partners, while a sub-partnership contract brings in an external partner for a specific project.
3. Can WhatsApp messages prove my right in a partnership?
They may serve as initial proof under the principle of proof in writing, but they are no substitute for a formal contract.
4. What role does a lawyer play in partnership agreements?
A lawyer ensures the contract is legally sound, compliant with Saudi law, and free of loopholes.
5. Can a company contract be amended after formation?
Yes, but only through formal legal procedures at the Ministry of Commerce, with the recommendation of legal advice.
Executive Summary
- Verbal promises and casual messages are a major risk in partnership agreements.
- The principle of proof in writing protects those without a signed contract, but only partially.
- A written partnership or company contract is the safest guarantee of partners’ rights.
- Partners’ rights are only fully protected through proper legal documentation.
- Expert legal advice transforms agreements into enforceable, dispute-proof instruments.
