What Happens If a Contract Isn’t Signed? Understanding Implied (e.g. Unsigned) Agreements

Intro

You’ve sent the contract. Work starts. Invoices are paid. But no one ever signed on the dotted line. So is there actually a binding agreement?

This post explains how contracts can still be enforceable—even when they’re unsigned—and what to watch out for when relying on verbal or implied agreements.

Why It Matters

In business, it’s common to start work based on momentum, not paperwork. But if the contract isn’t signed, you may not have clarity about what’s been agreed—or protection if the relationship breaks down.

Courts will sometimes treat unsigned contracts as binding. Other times, they won’t. It depends on the facts—and whether there’s enough evidence of mutual agreement.

What You Need to Know

Is a Signed Contract Always Required?

Legally, not always. A contract can still be binding if:

• There’s a clear offer and acceptance

• Both parties intended to be legally bound

• There’s evidence of agreement on key terms

• There’s consideration (usually payment)

In other words, if both parties acted like the contract was in place—by performing their obligations—it may still be enforceable.

But there’s risk if key terms are vague, disputed, or never confirmed in writing.

Evidence That May Show an Implied Agreement

• Email chains confirming scope, price, or deliverables

• Invoices issued and paid

• Work performed without objection

• Parties referring to “the agreement” in communications

| Worth Knowing: If your contract says it’s “not binding until signed,” courts are less likely to enforce it unless there’s strong evidence that both parties went ahead anyway.

What Happens If There’s a Dispute?

Without a signed contract, it can be harder to prove:

• What was actually agreed

• Who was responsible for what

• What happens if there’s a delay, mistake, or termination

You may still have legal options under contract law, consumer law, or estoppel—but it’s a LOT harder, a LOT slower, and a LOT more expensive to resolve.

Commercial Insight

A signed contract creates certainty. But business moves fast, and sometimes deals go ahead without one. If you’re starting work before it’s signed, at least confirm the key terms in writing (by email or similar) so you’re not left relying on assumptions later.

Better still—have a short-form agreement ready to go for repeat situations.

What to Do Next if You Have an Unsigned Agreement

• Check whether you’ve got confirmation of key terms (even if not signed)

• If you’re proceeding without signatures, send a summary email confirming the scope, fee, and timeline

• Avoid relying on memory or conversations—get written records

• Don’t use templates that say “not binding until signed” unless you intend to enforce that (or are happy for that to be enforced against you)

Closing Wrap

I help businesses put practical agreements in place—clear, enforceable, and suitable for fast-moving deals. If you’re working without signed contracts and want to reduce risk, I can help make sure you’re protected.

More About Business Agreements

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