Is a contract legally binding if it is not signed?
Yes, it can be: a missing signature does not decide whether a contract exists, or which terms apply.
Updated: . By Jack Butler-Kettle, Construction Claims Consultant.
The answer
A subcontract can be made by email, by an order you act on, or by word of mouth. A spoken agreement can bind as well, but it is much harder to prove what was said. Whether a contract was formed, and whose terms it includes, are legal questions for your solicitor. So are what both sides' conduct means and whether the statutory payment rules apply. Do not assume that silence, or carrying on with the work, proves a full set of terms either way. What you can do now is put the evidence in order. Keep the quotes, orders, emails, messages, drawings, instructions, invoices and payments in date order, with a record of the work. Then mark where the two sides' accounts agree or conflict. Value the work on each reading, so you can pursue the undisputed part now.
Example
Illustrative example. The scenario and figures are invented.
The facts
A subcontractor receives terms by email on Thursday and starts work on Monday without signing them. Now nobody is sure whether the emailed terms, a later set or the fallback rules govern the work.
What happens
- The subcontractor builds a chronology that keeps the email sending the terms, any objection to them, and the later instructions and payments.
- It keeps any competing terms alongside them in the same chronology.
- It marks whether a contract was formed, and on whose terms, as questions for its solicitor.
The outcome
The chronology leaves those questions to the solicitor. It does not declare that the emailed terms, a later set or the fallback rules automatically govern.
If the work is unpaid and you are unsure what you were working under, our Letter of Intent Claim values the work on evidence, on each reading of the paper trail.