What Happens If a Party Doesn’t Sign the Contract in Florida?

At Perez Mayoral, P.A., a Florida-based business litigation law firm, we regularly help clients resolve contract disputes where a signature is missing. Many small and large business owners are surprised to learn that a contract may still be enforceable in Florida, even if one party never signed it. Whether the issue involves services rendered, goods delivered, or real estate transactions, we help clients understand their rights. If you are facing a contract dispute, call or email our Miami, FL small business lawyer today.

It is not uncommon for businesses to begin performing under a contract before all parties sign the document. In Florida, the absence of a signature does not automatically make the contract unenforceable. Courts look at whether the parties intended to be bound and whether the essential elements—offer, acceptance, and consideration—are present.

Enforceability Of Unsigned Contracts

Florida law recognizes oral and unsigned agreements as enforceable, as long as the essential terms are clear and both parties demonstrate mutual assent. A written, signed contract is only mandatory in limited situations, such as those governed by the statute of frauds.

Under Fla. Stat. § 725.01, the following types of contracts must be in writing and signed:

• Agreements for the sale of real estate or leases longer than one year
• Guarantees to pay another person’s debt
• Agreements not performable within one year
• Contracts for the sale of goods over $500 (see Fla. Stat. § 672.201)
• Promises to pay estate debts or guarantee certain medical outcomes

For other types of business agreements, a signature is not required if the parties clearly acted as though they were bound.

Performance Can Prove Assent

Florida courts often enforce unsigned contracts when the parties’ conduct shows they treated the agreement as valid.

For example, in Integrated Health Services of Green Briar, Inc. v. Lopez-Silvero, 827 So. 2d 338 (Fla. 3d DCA 2002), the court enforced an unsigned arbitration clause in an admission agreement. The patient had accepted services and did not object, which the court viewed as acceptance of the terms.

In James Register Construction Co. v. Bobby Hancock Acoustics, Inc., 535 So. 2d 313 (Fla. 1st DCA 1988), subcontractors were held to the terms of a written contract they never signed because they performed under it. That performance included work under the agreement and accepting payment. Florida courts will generally enforce unsigned agreements where the parties have demonstrated clear intent to proceed.

However, when a contract falls under the statute of frauds and lacks signatures, courts typically refuse enforcement. For example, in Walsh v. Abate, 333 So. 3d 976 (Fla. 4th DCA 2022), the court dismissed a lawsuit over a $3.4 million real estate deal because there was no signed writing. Emails and texts were insufficient to satisfy the statute.

Implications Of Conduct And Partial Performance

Conduct can substitute for written acceptance when performance aligns with the terms of the contract. Accepting benefits under the agreement, paying invoices, or continuing business operations under its terms can bind a party to the agreement, even without a signature. In many cases, silence combined with action will signal assent.

However, courts will not stretch this rule to save agreements that fall within the statute of frauds. Those contracts must be in writing and signed to be enforced.

Best Practices

• Follow through on signatures: If the contract falls under the statute of frauds, obtain all required signatures. Without them, enforcement will be difficult or impossible.
• Always include a signature block and execute the contract: Even if not legally required, a signed agreement avoids unnecessary litigation.
• Avoid premature performance: Do not begin work or deliver services before obtaining signatures, unless you confirm in writing that both parties agree to be bound.
• Document everything: If you are trying to enforce an unsigned contract, keep clear records showing that both parties acted according to the written terms.

A business litigation lawyer can help assess whether your unsigned agreement is enforceable and guide you through recovery options if a dispute arises.

Help With Business Issues 

We provide clients with help for a wide range of legal issues. Whether you have a contract dispute with a business partner, need help avoiding or resolving a contract dispute, or an entirely different issue, we are here to provide legal guidance, advice, and representation.

Contact Us For A Consultation

If you are trying to enforce a contract or facing claims over an unsigned agreement, Perez Mayoral, P.A. can help. We represent clients throughout Florida in breach of contract and commercial litigation matters. Call or email us to schedule a consultation.