An oral agreement can be legally enforceable in Bangladesh where it satisfies the ordinary requirements of a valid contract and no law requires that type of transaction to be written, registered, witnessed, or completed in another prescribed form. The main difficulty is usually not the abstract validity of the oral agreement, but proving its exact terms, acceptance, performance, and breach.
Governing law
Section 9 of the Contract Act, 1872 expressly recognises both express and implied promises. A promise is express when made in words and implied when inferred from conduct. Section 10 makes agreements enforceable where the parties are competent, consent freely, exchange lawful consideration for a lawful object, and the agreement is not expressly void.
Section 5 of the Sale of Goods Act, 1930 specifically provides that a contract of sale may be made in writing, by word of mouth, partly in writing and partly by word of mouth, or implied from the parties’ conduct, subject to other applicable laws.
Sections 91 and 92 of the Evidence Act, 1872 become important where contractual terms have been reduced to a document. Section 91 generally requires the terms of such a contract to be proved by the document itself, subject to statutory rules. Section 92 generally prevents oral evidence from being used to contradict, vary, add to, or subtract from the proved terms, although the section contains several provisos.
When an oral agreement may be enforceable
An oral agreement for ordinary services, sale of movable goods, repairs, transport, consultancy, short-term supply, or repayment of money may be enforceable if the claimant can establish the essential contractual elements.
For example, a homeowner orally asks a contractor to repair a roof for Tk 200,000. The contractor agrees, starts work, purchases materials, and receives an advance payment. The parties’ words, payment, and conduct may collectively establish a contract.
The claimant must still prove what was promised. If the parties disagree about the price, completion date, specifications, or whether the payment was an advance or a loan, the court will examine the surrounding evidence.
Evidence used to prove an oral contract
A court may consider testimony from the parties and witnesses, payment records, bank transfers, invoices, delivery receipts, purchase orders, call records, messages, emails, photographs, acknowledgements, accounts, tax documents, partial performance, possession, and subsequent admissions.
The evidence must establish more than the fact that the parties spoke. It should show a sufficiently definite proposal, acceptance, consideration, intention to enter a legal transaction, and agreed essential terms.
A claimant who says, “He promised to give me a fair share of the profit,” may face uncertainty if no percentage, calculation method, project, accounting period, or payment date can be established. Section 29 of the Contract Act makes an agreement void where its meaning is uncertain or incapable of being made certain.
When writing or registration is mandatory
The general recognition of oral contracts does not override statutes imposing formal requirements.
A major example is a contract for the sale of immovable property. Section 54A of the Transfer of Property Act, 1882 requires such a contract to be made through a written and registered instrument. Section 17A of the Registration Act, 1908 similarly requires a contract for sale of immovable property to be in writing, executed by the parties, and registered.
Section 21A of the Specific Relief Act, 1877 restricts specific enforcement of a contract for sale of immovable property unless the contract is in writing and registered, and it imposes an additional requirement concerning deposit of the balance consideration when seeking specific performance.
Accordingly, an alleged oral promise to sell land should not be treated like an ordinary oral service contract. Payment of money, possession, witnesses, or notarised statements do not automatically replace mandatory execution and registration.
Other transactions may also require writing, signature, attestation, stamping, registration, corporate approval, or regulatory consent. Examples may include mortgages, certain leases, guarantees, powers of attorney, share transactions, public procurement contracts, and regulated financial arrangements. The applicable special statute must be checked.
Effect of a later written agreement
Where parties first discuss terms orally and later sign a comprehensive contract, sections 91 and 92 of the Evidence Act become central. A party generally cannot use an alleged earlier or simultaneous oral statement to contradict the written terms.
Section 92 contains important qualifications. Depending on the facts, evidence may be admitted concerning matters such as fraud, intimidation, illegality, want of due execution, lack or failure of consideration, mistake, a separate oral agreement on a matter on which the document is silent and which is not inconsistent with it, or a separate oral condition precedent. The precise proviso must be applied carefully.
For example, a signed contract says payment is due within 30 days. A party may struggle to prove a simultaneous oral arrangement allowing payment after six months because that would contradict the document. A separate oral promise about packaging, where the document is silent and the promise is not inconsistent with it, may raise a different evidential question.
Partial performance
Partial performance can be strong evidence that an agreement existed, but it does not automatically prove every alleged term. A payment may be a deposit, loan, gift, reimbursement, or payment under another transaction. Delivery may have occurred on trial, consignment, or conditional approval.
Records should therefore identify the purpose of each payment and act. A bank transfer description stating “advance for 500 units under order dated 5 July” is more useful than an unexplained cash payment.
Practical procedure and required documents
A person seeking to enforce an oral agreement should immediately preserve all communications and prepare a dated chronology. Record who made the offer, who accepted it, the exact terms, witnesses present, payment dates, performance completed, and the date and nature of breach.
Send a written demand or legal notice that accurately records the agreement and requested remedy. Avoid exaggeration or introducing terms that were never agreed. The other party’s response, denial, partial admission, or settlement proposal may become relevant evidence.
Documents may include bank statements, remittance receipts, invoices, work records, transport documents, photographs, digital messages, call metadata, tax records, delivery acknowledgements, witness details, and any written admission of debt or obligation.
For non-resident Bangladeshis, original electronic records should be preserved rather than only screenshots. The evidential and certification requirements for electronic material should be reviewed before filing proceedings.
Courts and limitation
An ordinary claim to enforce or obtain compensation for breach of an oral contract is generally brought before a competent civil court. Section 9 of the Code of Civil Procedure, 1908 governs the general civil jurisdiction of the courts.
Article 115 of the First Schedule to the Limitation Act, 1908 prescribes three years for compensation for breach of an express or implied contract that is not in writing and registered and is not otherwise specially provided for. Time ordinarily runs from the breach, subject to the wording concerning successive or continuing breaches and other provisions of the Act.
Limitation is technical and relief-specific. A party should not assume that every contractual remedy carries the same period.
Relevant case law
The reported decisions on offer and acceptance remain relevant because an oral agreement must still establish a concluded bargain. In Bangladesh Muktijoddah Kalyan Trust v Kamal Trading Agency, 50 DLR (AD) 171, the Appellate Division is reported to have required acceptance in the prescribed, usual, or reasonable manner. In Sahana Chowdhury v Md Ibrahim Khan, 21 BLD (AD) 79, absence of communicated acceptance was reported to have prevented a concluded contract.
No official online Supreme Court judgment squarely addressing the general enforceability of a modern oral commercial agreement was independently retrieved during this research. The article therefore rests primarily on the express statutory recognition in section 9 of the Contract Act and section 5 of the Sale of Goods Act.
Common mistakes
Common mistakes include paying large sums in cash without receipts, failing to identify the purpose of a transfer, assuming witnesses can overcome mandatory registration, relying on family relationships instead of documentation, deleting messages, and waiting until memories and records have deteriorated.
Another mistake is assuming that notarisation converts a written account of an earlier oral land deal into a registered contract for sale. Notarisation and statutory registration are not interchangeable.
For related Ain.bd guidance, see What Makes a Contract Legally Valid in Bangladesh?, Offer, Acceptance and Consideration Explained with Practical Examples, and Breach of Contract: Available Remedies and Compensation.
Law updated as of 13 July 2026.
Primary-source references
The Contract Act, 1872, sections 9, 10 and 29; the Evidence Act, 1872, sections 91 and 92; the Sale of Goods Act, 1930, section 5; the Transfer of Property Act, 1882, section 54A; the Registration Act, 1908, section 17A; the Specific Relief Act, 1877, section 21A; the Limitation Act, 1908, First Schedule, article 115; and the Code of Civil Procedure, 1908, section 9.
Disclaimer
This is general legal information, not legal advice. Enforceability depends on the nature of the transaction, applicable formalities, evidence, limitation period, and relief sought. Consult a licensed advocate in Bangladesh before bringing or defending a claim.