The Myth of the Signature: Are You Really Only Bound to a Contract If You Sign It?

January 26, 2025 – Amy M. Decker

When most people think of contracts, they picture a document signed by both parties, a handshake sealing the deal. While a signature is a common way to show agreement, it’s a myth that you’re only bound to a contract if you sign it. The reality is that under certain circumstances, you can be legally bound to a contract even without a signature.

What is a Contract?

At its core, a contract is a legally enforceable agreement between two or more parties. For a contract to be valid, it generally needs three key elements: an offer, acceptance, and consideration (something of value exchanged between the parties). While a signature is a traditional way of demonstrating acceptance of an offer, it’s not the only way.

The Role of Conduct in Forming Contracts

One of the most common ways people enter into contracts without signing anything is through their conduct. When parties behave in a way that clearly indicates they intend to be bound by an agreement, the law may consider a contract to be formed, even if no one ever puts pen to paper.

For example, imagine a business verbally agrees to deliver goods to a customer every month, and the customer agrees to pay upon delivery. The business begins making deliveries, and the customer accepts the goods and pays for them as agreed. Even if no one ever signed a contract, the ongoing exchange of goods for payment demonstrates that both parties intend to be bound by the terms of their verbal agreement. In such a case, the law would likely consider a contract to exist based on the conduct of the parties.

Email and Digital Agreements

In the digital age, emails, text messages, and other forms of electronic communication can also form binding contracts. If the terms of an agreement are clearly laid out in an email chain, and both parties agree to those terms through their responses, a contract may be considered legally binding.

For instance, if a vendor emails a business owner with a proposal to provide services at a specific rate, and the business owner responds with an email agreeing to those terms, this exchange could form a contract, even though neither party physically signed a document. The key is that the intention to enter into a binding agreement is clear.

Implied Contracts

Another way a contract can be formed without a signature is through implied contracts. An implied contract is created by the actions or circumstances of the parties involved. For example, when you visit a restaurant and order food, there’s an implied contract that you will pay for the meal. No one needs to sign a document to make this agreement enforceable.

Implied contracts often arise in employment situations. If an employee works for a company without a written employment agreement, but there’s an understanding of payment for services, an implied contract exists.

The Dangers of Relying on the Signature Myth

Believing that you’re only bound by a contract if you sign it can lead to serious legal consequences. If you act in a way that suggests you’ve accepted an agreement, the other party may hold you to the terms of that agreement, even if you never signed anything. This can be particularly risky in business dealings, where verbal agreements or informal exchanges can create binding obligations.

Conclusion

While a signature is a powerful symbol of agreement, it’s not the only way to form a binding contract. Whether through conduct, digital communication, or implied terms, you can be legally obligated by a contract without ever signing your name. Understanding the full scope of what can constitute a contract is crucial to protecting your interests and avoiding unintended legal consequences.

If you have questions about contracts or need legal guidance, call 316.267.2000 to speak with one of our knowledgeable attorneys.