Under section 10 of the Contract Law, Cap. 149, a contract may be made in writing, orally, partly in each, or inferred from conduct: the handshake deal is, in principle, a contract. The exceptions are where cases are lost. A lease of more than a year is unenforceable without writing, signatures and two witnesses. Specific performance needs a signed written contract. And a non-compete clause is void in Cyprus unless it fits the statute's narrow exceptions.
Half of commercial life runs on conversations: the order confirmed on the phone, the extra works agreed on site, the arrangement between old friends that nobody thought needed paper. When the relationship sours, the first question is always the same, and it has a precise statutory answer that surprises people in both directions. The oral agreement binds more often than the defaulting party hopes, and less completely than the innocent party assumes.
The rule: form is free
Section 10(1) defines contracts as all agreements made with the free consent of parties competent to contract, for lawful consideration and a lawful object, and not expressly declared void; and it then says the words this article exists for: contracts may be made in writing, or orally, or partly in writing and partly orally, or may be inferred from the conduct of the parties. The supplier who keeps delivering and the customer who keeps paying are contracting by conduct, whatever was never signed.
What an oral contract changes is not validity but proof. The terms have to be established from testimony, from conduct, from invoices and messages, and the party with the better contemporaneous record usually holds the better position. Which is why the practical advice after every important conversation is one confirming email: not because the law requires it, but because the dispute will.
Consent, and the four things that poison it
The Law spends more sections on the quality of consent than on its form. Section 13 asks whether the parties agreed on the same thing in the same sense, which is where half-negotiated deals fail as contracts. Section 14 lists what makes consent unfree: coercion, undue influence, fraud, misrepresentation and mistake, each with its own definition. Under section 16, undue influence arises where one party can dominate the other's will and uses the position for an unfair advantage, with fiduciary relationships and contracts with persons whose capacity is affected by age or illness expressly flagged. Under section 17, fraud includes the promise made without any intention of performing it, and its second subsection draws a line worth quoting in full: mere silence about facts that would affect the other side's willingness is not fraud, unless the circumstances impose a duty to speak.
The consequence sits in sections 19 and 20: the contract is voidable at the option of the wronged party, not automatically void. The choice has a trap of its own: for misrepresentation, and for fraudulent silence, the contract is not voidable where the truth was discoverable with ordinary diligence. The person who could have checked and did not is, in the statute's eyes, the author of their own bargain.
The agreements the Law voids outright
A short family of sections voids categories of agreement regardless of how freely they were made, and two of them contradict the standard forms in circulation.
Section 27(1): an agreement in restraint of the exercise of a lawful profession, trade or business is void to that extent. Cyprus did not import the English reasonableness doctrine: the statutory rule is void, with narrow exceptions in section 27(2) for the seller of a business's goodwill and for outgoing partners, within reasonable local limits. A non-compete copied from an English precedent into a Cyprus contract is resting on the wrong law.
The others: section 25 voids agreements without consideration, with exceptions that include the written, signed promise founded on natural love and affection between near relatives, and, usefully for creditors, the written signed promise to pay a time-barred debt, which revives what limitation had closed. Section 28 voids terms that bar a party from enforcing contractual rights through the courts or cut down the time for doing so, while expressly preserving arbitration agreements. Section 29 voids agreements whose meaning is not certain and cannot be made certain, which is where the deal that was never quite finished ends up. And section 23 voids agreements whose consideration or object is unlawful, fraudulent, injurious, immoral or against public policy.
Where writing is required after all
Section 10(2) preserves every statute that requires writing, and two requirements do most of the damage in practice.
The lease over a year. Section 77(1): a contract for the lease of immovable property for a period exceeding one year is not valid and enforceable unless it is in writing, signed at its end by every person charged, in the presence of at least two witnesses competent to contract, who countersign as witnesses. The two-year tenancy agreed by message, and even the signed lease nobody witnessed, both fail that test. Whoever is relying on a long lease should look at the signature block before relying on anything else in it.
Specific performance. Section 76(1): a contract is specifically enforceable only where it is in writing and signed at its end by the party to be charged, and the court considers enforcement not unreasonable or impracticable. An oral contract may support damages; it will not support an order compelling performance. For the sale of land, section 76(2) preserves the separate specific performance regime for deposited contracts, which our guide to specific performance or damages covers.
Proving the deal nobody wrote down
The claims that succeed are reconstructed from what the parties did: the messages before and after, the invoices raised and paid without protest, the deliveries accepted, the partial payments, the witnesses who heard the terms discussed. The claims that fail are the ones where the evidence starts on the day of the dispute. Send the whole exchange, in order, and the account of what each side actually did after the conversation: conduct is evidence the other side cannot easily rewrite.
Time matters too. A claim on a contract, oral or written, generally carries the six year period under section 7(1) of the Limitation of Actions Law 66(I)/2012, and our limitation calculator puts the periods side by side.
What to send us
Everything in writing that touches the arrangement, however informal: messages, emails, invoices, delivery notes, bank transfers. The names of anyone who was present when terms were discussed. Your own chronology of what was agreed, when, and what each side then did. And the date things stopped working, because the limitation clock is usually already running.
Questions we are asked
We agreed everything on the phone. Is there a contract?
In principle, yes: section 10(1) of Cap. 149 allows contracts to be made orally or inferred from conduct, provided there was free consent, capacity, consideration and a lawful object. The battle is proof, not validity: what exactly was agreed, and what the parties did afterwards. Send the surrounding messages and the payment record, because that is where these cases are decided.
Our tenant has a two year tenancy we never put in writing. Can we enforce it?
Not as a two year lease. Section 77(1) makes a lease of immovable property exceeding one year invalid and unenforceable unless written, signed at the end by those charged, and countersigned by at least two witnesses who were present. The position that remains, and what can still be done about occupation and rent actually paid, depends on the facts, so describe them before drawing conclusions either way.
My employment contract has a two year non-compete. Do I have to comply?
Section 27(1) of Cap. 149 voids agreements in restraint of a lawful profession, trade or business to the extent of the restraint, and its exceptions in section 27(2) concern the sale of a business's goodwill and outgoing partners, not ordinary employment. What a former employer can protect through other routes, confidentiality among them, is a separate question. Take advice on the specific clause before either ignoring it or obeying it.
The other side lied to get my signature. Is the contract dead?
It is voidable at your option under section 19, not automatically dead, and the option has edges: for misrepresentation, and for silence amounting to fraud, the contract stands if you could have discovered the truth with ordinary diligence. There is also a choice worth knowing under section 19(2): instead of avoiding the contract, you may insist on performance and on being put in the position the representations promised. Which route serves you is a strategy question, so bring the timeline before electing.
A promise was made to me with nothing in return. Can I hold them to it?
Usually not: section 25 voids agreements without consideration. The exceptions are precise: a written signed promise between near relatives founded on natural love and affection, a promise to compensate someone who already did something voluntarily for the promisor, and a written signed promise to pay a debt that limitation had barred, which revives it. If the promise you hold fits one of those shapes, it may be a contract after all.
Our contract says disputes can only go to arbitration. Is that allowed?
Yes. Section 28 voids terms that bar the courts or shorten the time for enforcing rights, but subsection (2) expressly preserves the agreement to refer disputes to arbitration and to recover only what the arbitration awards. Whether arbitration or court serves you better in a given dispute is its own question, and our guide to arbitration or court covers it.
Related reading
This work sits within our commercial contracts practice. What a written contract should say before you sign it is in the contract review service, the choice between forums is in arbitration or court, and the special regime for land contracts is in specific performance or damages.
This article is for general information only and does not constitute legal advice. Laws and their application can change, and individual circumstances differ. For advice on your own matter, contact Klitos Platis at klitos@kleanthousplatis.com or telephone +357 22 680 330.
Klitos Platis
Advocate, Partner
Kleanthous & Platis LLC, Nicosia · Published 22 August 2026
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