Under Florida law it is best to have a signed contract in writing but an oral contract or a written contract without a signature can still be enforceable depending on the facts of the case. Call us and we can discuss your contract and its enforceability.
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It “is a threshold question of law for the trial court.” to determine if a contract exists. L & H Constr. Co. v. Circle Redmont, Inc., 55 So. 3d 630, 634 (Fla. 5th DCA 2011). To prove the existence of a contract under Florida law a party must prove: (1) offer; (2) acceptance; (3) consideration; and (4) sufficient specificity of the essential terms. Kolodziej v. Mason, 774 F.3d 736, 740–41 (11th Cir. 2014) (citing Joe Corp. v. McIver, 875 So. 2d 375, 381 (Fla. 2004).
A contract can be binding on a party despite the absence of a party’s signature. Gateway Cable Television, Inc. v. Vikoa Constr. Corp., 253 So. 2d 461, 463 (Fla. 1st DCA 1971) (“The object of a signature is to show mutuality or assent, but these facts may be shown in other ways, for example, by the acts or conduct of the parties.”).
“In absence of a signature, the courts look to a party’s words and conduct to determine whether the party assented to the agreement.” Fi-Evergreen Woods, LLC v. Robinson, 135 So. 3d 331, 336 (Fla. 5th DCA 2013) (citing W. Gay Enters., Inc. v. John Hall Elec. Contracting, Inc.,792 So. 2d 580, 581 (Fla. 4th DCA) (holding that by their words and conduct, the parties assented to the terms of the contract).
Florida courts uniformly hold that performance under a contract constitutes assent. See Integrated Health Servs. of Green Briar, Inc. v. Lopez-Silvero, 827 So. 2d 338, 339 (Fla. 3d DCA 2002) (holding that an unsigned contract was valid and binding because, although the defendant nursing home did not sign it, it “acted as if they had a valid contract” by providing the plaintiff care for over two months); L & H Construction, 55 So. 3d at 634 (finding party who did not sign agreement “clearly accepted the proposal by its actions, i.e. paying the initial $5,000 deposit and the two subsequently invoiced $15,000 payments”); see also Sundial Partners, Inc. v. Atl. St. Cap. Mgmt. LLC, No. 8:15-CV-861-T-23JSS, 2016 WL 943981, at *5 (M.D. Fla. Jan. 8, 2016) (collecting cases), report and recommendation adopted, No. 8:15-CV-861-T-23JSS, 2016 WL 931135 (M.D. Fla. Mar. 11, 2016) (enforcing unsigned agreement to arbitrate, where party (i) confirmed receipt of the agreement; (ii) reviewed the agreement; (iii) never objected to the arbitration provision; (iv) never mentioned any concerns with the agreement; and (v) performed under the agreement).
Parties who do not sign a contract can be bound by it if both parties perform under the contract. See James Register Constr. Co. v. Bobby Hancock Acoustics, Inc., 535 So. 2d 339, 340 (Fla. 1st DCA 1988). In James Register, the parties entered into a construction contract, but neither party signed it. Id. at 339–40. Both parties completed the construction, and the subcontractor filed suit. Id. at 339. The trial court awarded the subcontractor a portion of the general damages sought and a reasonable attorney’s fee.
Call us to discuss the contract and circumstances in your case.
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