Conclusion of Contracts in Online Brokerage: Requirements for Button Labeling According to the Higher Regional Court Stuttgart
In its judgment of April 8, 2025 (Ref.: 3 U 233/22), the Higher Regional Court of Stuttgart clarified that strict requirements apply to the labeling of confirmation buttons (so-called buttons) in the context of concluding a brokerage agreement online. These must clearly indicate that pressing the button leads to a binding obligation to pay. This decision contributes to legally compliant design of digital business processes in the real estate brokerage sector and beyond.
Background: Protection from Hidden Contractual Obligations in E-Commerce
The number of contracts initiated and concluded online continues to rise. Especially in real estate brokerage, the acceptance of broker services often takes place digitally—without personal consultation. To effectively protect consumers and other contracting parties from unwanted business transactions involving payment obligations, German law sets out clear rules for ordering processes. Central to this is Section 312j (3) of the German Civil Code (BGB), which regulates the so-called button solution. This provision is intended to ensure that the conclusion of contracts requiring payment via the internet takes place exclusively through an action that is clearly identifiable as such.
Key Findings of the Court
The Higher Regional Court of Stuttgart emphasizes that acceptance of a paid brokerage offer online is only valid if the associated button unequivocally indicates the obligation to pay. This can be achieved through formulations such as “order with obligation to pay,” “now commission services with payment,” or other similarly clear and equivalent phrases.
For other formulations that do not unmistakably indicate a payment obligation—such as general terms like “Confirm” or “Send”—the court considers the required transparency to be lacking. Otherwise, users could be misled and inadvertently enter into paid contracts. The judgment particularly highlights the necessity for commercial users (e.g., companies searching for or offering real estate) to also be entitled to this level of transparency, provided they are covered by the protective provision.
Impact on Brokerage Contracts and Digital Business Models
The judgment has lasting significance for all contracts concluded at a distance in which the customer is subjected to a payment obligation. Not only brokerage companies, but also providers of digital services, platform operators, and other contracting parties in the B2B and B2C sectors are required to design their order and contract processes in compliance with the law.
Validity of Contracts in the Event of Violations of the Button Solution
A particularly practice-relevant aspect is the legal consequence of incorrect button labeling. If there is a violation of the requirements of Section 312j BGB, according to the Higher Regional Court of Stuttgart, a valid contract has not been concluded. Possible claims, such as broker commissions or other types of commissions, are therefore generally unenforceable.
Relevance for Brokerage Companies
Brokerage companies are required to design their online processes so that users are unmistakably informed about when and to what extent a payment obligation arises. Carelessness or ambiguous labeling presents significant liability risks and may result not only in loss of contracts but also in costly competition law disputes.
Context in Current Legal Landscape and Practice
The decision of the Higher Regional Court of Stuttgart is part of a legal development aimed at sustainably strengthening the interests of contracting parties in online business transactions. The protective approach of German consumer protection law is here consistently applied to the digital realm. Companies engaged in digital sales benefit from clear guidelines for structuring their business processes to minimize legal risks.
Final Remarks
The requirements for designing online ordering procedures are constantly evolving and increasingly detailed due to court decisions. To avoid both financial risks and legal disadvantages resulting from ineffective contract conclusions or inadmissible clauses, it is advisable to closely monitor further developments and to regularly review existing processes.
Should you have any questions regarding the legally compliant design of your digital business processes, the conclusion of brokerage agreements online, or other issues in contract, IT, or distribution law, the Rechtsanwalt at MTR Legal will be happy to provide you with individual advice.
