The short version
- A verbal agreement is generally binding. Offer, acceptance, consideration and an intention to be bound form a contract; a signature is evidence that one exists, not a separate ingredient.
- A few categories still need a signed writing — land, a promise to answer for someone else's debt, an agreement that by its terms cannot be performed within a year, and, under UCC § 2-201, goods priced at $500 or more.
- An email chain can be the writing and a typed sign-off can be the signature. Under the federal E-SIGN Act a record or signature may not be denied legal effect solely because it is electronic.
- Where no contract is enforceable, quantum meruit recovers the reasonable value of the work actually done — not the price you quoted, and not the profit on the part you never reached.
Two questions get fused in the panic. Is there a contract is decided by what the parties did: offer, acceptance, consideration on both sides, and an intention to create legal relations. Can you prove what it said is decided by what you kept. People with no signed document usually have the first comfortably and are thin on the second.
A signature is evidence, not an ingredient
Nothing in the general law of contract requires one. For sales of goods the Uniform Commercial Code says so outright: under § 2-204 a contract "may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract". The common law gets there through the implied-in-fact contract — a supplier who delivers every Monday and is paid every Friday has a contract nobody drafted.
What a signature does is narrower: it fixes the terms and the date, identifies who is bound, and removes the argument. Losing it costs certainty, not enforceability. The failure mode is treating those as the same thing. People who read "unsigned" as "nothing happened" stop invoicing, stop confirming decisions and stop objecting to scope changes, destroying the only record that would have proved the deal they did have.
The two questions, crossed
Where an unsigned deal actually sits
Is writing compulsory here
What record exists
Nothing written
Emails, quotes, invoices
Ordinary services
Binding, hard to prove
A contract exists. The fight over scope and price turns on conduct and credibility, not documents.
Enforceable as it stands
The chain is the contract — including anything neither side meant to agree to.
Land, guarantee, over a year
Barred unless an exception
The statute of frauds blocks the claim. Part performance, a court admission or restitution are what is left.
Turns on who signed
The writing must be subscribed by the party you are suing. Your own missing signature rarely helps you.
That last cell holds the trap people get backwards. The statute of frauds asks for a writing "subscribed by the party to be charged" — the defendant. If they signed your quote and you signed nothing, they are bound and you may not be. If you signed and they did not, the problem is yours.
Where writing genuinely is compulsory
The categories are narrow and old, and they vary by state, but the shape is consistent. California Civil Code § 1624 is representative: an agreement that by its terms is not to be performed within a year; a promise to answer for the debt or default of another; leases over a year and sales of interests in real property; a broker engaged to buy, sell or lease real estate for compensation; and credit above a stated figure. Goods have their own rule in UCC § 2-201, which in the uniform text bites at $500.
The one-year provision is misread almost every time. It catches agreements that by their terms cannot possibly be completed within a year, not agreements that merely happen to run long. A twelve-month retainer either side may cancel on notice sits outside it. A commitment to deliver in month eighteen sits inside it.
The email chain probably is the writing
Where a writing is required, the requirement is easier to satisfy than people expect. The federal E-SIGN Act provides that a signature, contract or record "may not be denied legal effect, validity, or enforceability solely because it is in electronic form", and state electronic transactions statutes say the same. A name typed at the foot of a message, adopted to authenticate it, has repeatedly been held to be a signature.
The direction that surprises people is the other one. A chain in which every material term is settled can bind weeks before anyone opens the template, while both sides assume nothing is agreed until signature. If that is not what you want, say so in the correspondence: mark drafts as subject to a signed agreement, and state that no obligation arises until both parties execute. Our guide to electronic signatures covers what counts as execution.
Between merchants there is a stronger tool. Under UCC § 2-201(2), a written confirmation of an oral deal sent within a reasonable time satisfies the writing requirement against the recipient as well as the sender — unless they object in writing within 10 days. A confirming email after a phone call is, in that setting, the cheapest formation step available.
Service agreement template
Full text you can read and copy. If the work has started, the fastest fix is to send the document you should have sent, with a truthful effective date.
What is left when no contract is enforceable
Assume the worst: the subject matter is inside the statute of frauds and no writing satisfies it. You are not out. There is a ladder of fallbacks, and each rung asks you to prove something different and pays something less.
The fallback ladder
- Prove the terms
Enforce the agreement
The contract exists and binds. You recover the agreed price and, in principle, lost profit on the rest of the job.
- Prove the conduct
Implied-in-fact contract
No express deal, but both sides behaved as though there were one. Terms come from the course of dealing.
- Prove the reliance
Promissory estoppel
A promise that should have been expected to induce action, and did. The remedy is limited as justice requires.
- Prove the value
Quantum meruit
Restitution for unjust enrichment: the reasonable value of what you delivered, less anything already paid.
Part performance is not a fifth rung but a way back up: equity can enforce an oral land deal where one side has acted on it.
Statutes of frauds are commonly written so as not to disturb equity — New York's preserves "the powers of courts of equity to compel the specific performance of agreements in cases of part performance". Acts unequivocally referable to the agreement, such as taking possession and improving the property, can carry an oral land deal past the writing requirement. What counts as enough is among the least uniform questions in American contract law.
Quantum meruit pays a reasonable sum, not your price
Two claims, two numbers
Suing on the contract
- The agreed price, at your rate
- Lost profit on work not yet done
- Interest and costs if the contract says so
Suing in restitution
- Reasonable value of work delivered
- Nothing for the unperformed remainder
- Your rate open to expert challenge
Where an enforceable contract covers the subject, restitution is generally unavailable — you cannot pick whichever measure pays more.
Quantum meruit means "as much as one has deserved" — an equitable remedy for unjust enrichment, not a contract claim. The award is what is reasonable to compensate the provider, usually the market value of the work at the time it was done, less payments already made, with the court retaining discretion. So your quoted rate becomes evidence of value rather than the answer, and a defendant who thinks you are expensive gets to argue it.
The evidence that decides these cases
These disputes are won on records that already exist and are usually never collected. Gather them before mailboxes and memories decay.
What to gather this week
- The proposal or quote, and the message accepting it — even a one-line "great, when can you start".
- Every invoice sent and every payment against one. A paid invoice is strong evidence of an accepted rate.
- Dated messages approving scope changes, extra days or additional deliverables.
- Anything they sent that assumes the deal exists: access credentials, briefing notes, an introduction to their client.
- The unsigned draft and its covering email — evidence of what both sides thought the terms were.
Paper it now, without backdating
The instinct is to produce a contract dated the day the work began and ask for a signature. Do not. A document that misrepresents when it was signed is a false record, and in the wrong context it is fraud. The legitimate version gets the same commercial result.
- 1
Write down what you already agreed
Scope, price, payment terms, dates — reconstructed from the correspondence rather than from what you wish you had said.
- 2
Send it as a confirmation, not a proposal
A short email — "confirming what we agreed on the 4th" — followed by the document. Between merchants that alone can satisfy the writing requirement if they do not object.
- 3
Sign today, effective from the start date
Date the signature honestly and give the agreement an effective date in the past. Effective date versus signature date explains why that is legitimate where backdating a signature is not.
- 4
Cover the work already done
One clause stating that services performed since the effective date are governed by this agreement. Without it the past weeks sit outside the document you just signed.
- 5
If they will not sign, narrow the ask
A signed debt acknowledgment for the sum already earned is easier to get than a full agreement, and it ends the argument about what was agreed.
The real cost of the missing signature
It is rarely that you have no claim. It is that every claim becomes an argument about facts rather than about a document, and facts are expensive to prove. The case needs witnesses, a chronology and sometimes an expert on market rates, against a defendant whose only job is to make the picture look uncertain. That cost falls on you long before any judgment does, which is why these disputes settle at a discount resembling the gap above.
Treat the paperwork as a cost of starting rather than a formality that follows. If you are about to begin on a promise, send a one-page confirmation the same day and start on that. If you are already where this page describes, the order is: gather the record, send the invoice, ask for a signature on a truthfully dated document — and only then decide what to do if they refuse, which is set out in when the customer will not pay and in a demand letter.
Sources
- UCC § 2-204 — formation in general — Cornell LII
- UCC § 2-201 — statute of frauds for the sale of goods — Cornell LII
- E-SIGN Act, 15 U.S.C. § 7001 — Cornell LII
- California Civil Code § 1624 (statute of frauds) — California Legislative Information
- NY General Obligations Law § 5-703 (part performance) — NY Senate
- Promissory estoppel and Restatement (Second) § 90 — Verkerke, Contract Doctrine, Theory & Practice (CALI)
- Quantum meruit — Cornell LII Wex
General information, not legal advice. This guide explains how these documents and rules generally work. Law varies by jurisdiction and changes, and none of it is applied to your circumstances here. For anything consequential, consult a licensed attorney where you are.
Frequently asked
Is a verbal agreement legally binding?
Usually, yes. A contract needs an offer, an acceptance, consideration and an intention to be legally bound. None of those requires writing or a signature. The exceptions are the categories inside the statute of frauds — land, guarantees of another person's debt, agreements that by their terms cannot be performed within a year, and sales of goods above a stated price. Outside those, an oral deal is a contract.
We started work before the contract was signed. Is anyone committed?
Very likely both of you. Where the material terms were settled and both sides acted on them, a contract can form through conduct even though the formal document was never executed. The exception is where the parties clearly agreed that nothing would bind until signature, which is why draft documents and covering emails should say so expressly if that is the intention.
Can I sue for payment without a signed contract?
Yes. You would sue on the contract you say exists, proving its terms with correspondence, invoices, payment history and conduct. If the subject matter needs a signed writing you cannot have, the claim shifts to restitution instead — recovering the reasonable value of the work rather than the agreed price. Both routes work; the second one pays less and costs more to run.
Can an email chain be a binding contract?
It can. Electronic transaction statutes provide that a record or signature cannot be denied legal effect solely for being electronic, and a name typed at the end of a message, adopted to authenticate it, can serve as a signature. What matters is whether the exchange shows agreement on the material terms. A chain that settles scope, price and timing may bind before anyone opens the template.
What is quantum meruit and how much does it pay?
Quantum meruit is an equitable claim for the reasonable value of services provided without an enforceable contract covering them. The measure is what is reasonable to compensate the provider, usually the market value of the work at the time it was done, less anything already paid. It does not include profit on work never performed, and your quoted rate is evidence of value rather than the amount itself.