“They Never Signed — But We Performed”: When Unexecuted Contracts Still Trigger Legal Liability

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

Business moves fast. Sometimes a deal starts with a handshake. Other times, the parties agree in writing — but never get around to signing the contract.

Then one side fails to pay, or walks away. And the question becomes: Can you sue on a contract no one signed?

Unsigned Contracts Are Not Automatically Void

Under both New York and New Jersey law, a contract does not have to be signed to be enforceable — as long as there’s clear evidence that the parties:

• 💬 Reached a “meeting of the minds” on the material terms
• 🏗️ Performed actions consistent with the agreement
• 💰 Exchanged value — even without a formal signature

Courts look at conduct, context, and intent — not just ink.

How Courts Decide If the Deal Is Real

To enforce an unsigned contract, you’ll need to show:

• 📄 Written communications that reflect mutual agreement
• 📧 Emails, texts, or term sheets confirming price, scope, and timing
• 📦 Evidence of partial or full performance (services rendered, products delivered, payments made)

If both sides acted like a deal was in place, a court likely will too.

Common Scenarios Where This Arises

• 🛠️ Contractor begins work before the homeowner signs
• 📈 Vendor delivers services after a proposal is “approved” via email
• 🤝 Parties shake hands on a deal, and money changes hands

Even if the other side claims, “We never signed,” they may still owe — especially if they accepted your services or benefited from your performance.

Other Legal Tools: Implied Contract and Quantum Meruit

When a written contract doesn’t exist — or isn’t enforceable — you may still recover under:

• 📌 Implied-in-fact contract: Based on the conduct of the parties
• ⚖️ Quantum meruit: A fair value claim for work performed
• 💡 Promissory estoppel: If you reasonably relied on a promise to your detriment

These tools help litigators recover even when the paperwork is incomplete.

How to Protect Yourself Moving Forward

To avoid a legal gray zone:

• ✍️ Push for signature before performance — always
• 📧 If work must begin early, confirm everything in writing
• 🛡️ Include a clause saying the agreement is binding upon performance

Better to invest 5 minutes confirming a deal than 5 months litigating whether one existed.

Performance Without Signature Still Counts

📞 If you delivered work or value based on an unsigned agreement — and now the other side won’t pay — don’t wait. Contact me:
www.jdelaw.nyc | NY: 718-966-0877 | NJ: 732-490-7120

My business is to protect your business.