“We Didn’t Sign Anything — Can They Still Sue Us?”: The Costly Myth About Contracts Every Business Owner Believes

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

It happens more often than you think: a deal gets made over the phone, work begins, and everyone moves forward — until something goes wrong. Suddenly, one side wants to sue. The other side panics, saying: “But we never signed anything!”

Here’s the truth: you can absolutely be sued — and lose — even without a signed written contract.

How Is That Possible?

New York and New Jersey courts recognize that legally binding agreements can form in multiple ways:

• Oral agreements (with proof)
• Emails or text messages confirming terms
• Partial performance — like starting work or accepting payment
• Course of conduct — behavior that implies a mutual understanding

The absence of a signed document doesn’t mean the absence of a deal. If both parties clearly acted like a deal was in place, courts often agree — and enforce it.

Why Courts Enforce Unwritten Deals

Judges don’t just look at what was signed — they examine how the parties behaved. Did one party perform services? Did the other pay? Did they refer to “our agreement” in emails?

If the evidence shows a “meeting of the minds” and consideration, courts may enforce the deal even if nothing was formally signed.

When Written Contracts Are Required

Some types of agreements must be in writing to be enforceable under the Statute of Frauds. These include:

• Real estate sales or leases over one year
• Agreements that cannot be performed within one year
• Guarantees to pay someone else’s debt

If your case doesn’t fall into these exceptions, the lack of a signed contract may not help you in court.

What If You’re Being Sued Without a Signed Contract?

Don’t assume you’re in the clear. Your conduct, your emails, even your payment history can be used against you. But the person suing you still has the burden to prove:

• There was a clear agreement
• They fulfilled their end (or had a reason not to)
• You received value in return

In many cases, the outcome comes down to documentation, credibility, and legal strategy — not just signatures.

Protect Your Business

If you’re worried about how your contracts — or lack of them — could expose you, it’s time for a legal risk audit.

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

My business is to protect your business.