Can Texts Or Emails Be Contracts?

At Perez Mayoral, P.A., a Florida-based business litigation law firm, we often counsel clients on whether informal communications like texts and emails can create legally enforceable obligations. In many cases, the answer is yes, depending on the content, intent, and the type of transaction involved. If you have a contract issue involving electronic communications, contact our Miami, FL small business lawyer today.

With businesses relying heavily on email and texting to conduct deals, questions arise about whether these communications can form binding contracts. In Florida, the answer depends on the subject matter and the content of the messages. As breach of contract lawyers, we’ve seen both valid and invalid agreements arise from informal exchanges.

Electronic Signatures Recognized

Florida has adopted the Uniform Electronic Transactions Act, codified in Fla. Stat. § 668.50. Section 668.50(7)(b) defines an electronic signature as “an electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record.” This means a text or email can satisfy the signature requirement if it shows an intent to sign and contains the essential terms of the agreement. Fla. Stat. § 668.50(9) also states that a record or signature may not be denied legal effect solely because it is in electronic form.

Case Law Allowing Text Messages

In BrewFab, LLC v. 3 Delta, Inc., No. 8:21-cv-02011, 2022 WL 3702101 (11th Cir. Aug. 26, 2022), the court upheld a text message as a valid guaranty. The text, sent by the owner of 3 Delta, stated, “I, George Russo, from 3 Delta do promise to pay Brew Fab in full all outstanding bills… and all agreed upon work done for 3 Delta future forward.” The court found this statement satisfied both the electronic signature requirement and the statute of frauds because it included the essential terms and was signed by the guarantor in a recognizable way.

This case demonstrates how a business litigation lawyer can help enforce valid promises—even when they’re made by text.

Case Law Rejecting Text Messages And Emails

By contrast, in Walsh v. Abate, 333 So. 3d 976 (Fla. 4th DCA 2022), the court refused to enforce emails and texts related to a $3.4 million real estate transaction. The buyer claimed the electronic messages formed a binding contract, but the court dismissed the case because real estate contracts must be in writing and signed under the statute of frauds, and the communications lacked proper signatures.

The decision reinforces that when a statute requires a signed writing, informal communications that do not meet those criteria are unenforceable.

Practical Tips

• Include all essential terms and a clear indication of intent to be bound. Identify the parties, subject matter, price, and obligations.
• Avoid using text or email to finalize real estate deals, guaranties, or agreements that fall under Florida’s statute of frauds (Fla. Stat. § 725.01).
• Use integration and amendment clauses in your written contracts that limit modifications to signed writings.
• Consider using e-signature platforms like DocuSign for clarity and to reduce disputes over whether someone intended to enter into a binding contract.

Florida courts will enforce text messages and emails as contracts when they include all essential terms and satisfy applicable statutes, including electronic signature laws. But courts will not enforce them when statutory requirements such as a signed writing are not met. If you are unsure whether a digital exchange creates binding obligations, and need help avoiding contract disputes, a consultation with a business litigation lawyer can help clarify your risks, rights, and avoid common mistakes businesses make.

Contact Us For A Consultation

If you have a dispute over electronic communications or need help ensuring your agreements are enforceable under Florida law, Perez Mayoral, P.A. can help. We represent clients throughout Florida in breach of contract and commercial disputes. Contact us today to schedule a consultation.