“You Signed It. They Didn’t. Is It Still Binding?” What Happens When Only One Party Executes the Contract

By Jesse David Eisenberg, Esq. | JDE Law Firm, PLLC

It’s a scenario I see often:

You negotiated terms. You signed the agreement. You emailed it over.

They never signed it — but you moved forward anyway. Now there’s a dispute, and they’re claiming, “We never had a contract.”

So what now? Is the unsigned contract enforceable in New York or New Jersey?

The Short Answer: It Might Be

Contrary to what most people think, a contract doesn’t always need to be signed by both parties to be enforceable — if other conditions are met.

Key Legal Questions Courts Ask

When one side signs but the other doesn’t, courts look at the full context:

• Did the unsigned party begin performance?
• Were payments made or accepted?
• Did both sides act as if the contract was in effect?
• Were prior drafts or confirmations exchanged by email?

Courts often enforce unsigned agreements if the facts show mutual intent to be bound.

But Watch for This Clause

If your contract contains a “no contract unless signed by both parties” provision, that changes everything.

In those cases, even partial performance may not be enough — and your only option might be to sue under alternative theories like:

• Quantum meruit (value of services rendered)
• Unjust enrichment (they benefited without paying)

How We Help Clients Navigate This Mess

At JDE Law, we regularly represent businesses that either:

• Signed a contract the other side ignored, or
• Are being sued over a document they never fully executed

We analyze the totality of facts — including emails, invoices, prior dealings, and performance — to determine whether your position holds up in court.

Don’t Let a Missing Signature Wreck Your Case

If you’re unsure whether a contract is enforceable — or being sued based on one you never signed — get legal clarity before you commit, respond, or escalate.

📞 Schedule a contract strategy session with JDE Law Firm, PLLC:
www.jdelaw.nyc | NY: 718-966-0877 | NJ: 732-490-7120

My business is to protect your business.