Is a business contract enforceable if the customer did not sign it?

UPDATED: Sep 30, 2022

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Is a business contract enforceable if the customer did not sign it?

I hired an excavating company to clear some of my land. I was emailed an
estimate but I have not signed it yet. The owner and I agreed on what I wanted
done and the price. He decided he wanted to go ahead and start working on it. He
now isn’t going to finish in the time frame stated and may not even complete the
work he said he would. Would he be able to sue me if I didn’t pay in full for
service he did not provide in full? Again I have not signed a contract.

Thank you,


Asked on June 9, 2016 under Business Law, Tennessee


SJZ, Member, New York Bar / FreeAdvice Contributing Attorney

Answered 6 years ago | Contributor

Two different issues here:
1) A contract can be enforced without a signature if the facts clearly show agreement to it anyway. So if you receive an estimate, orally tell someone to start after agreeing to price (or at least let them start and don't tell them to stop and/or call the police on them for trespassing, destruction of your property, etc.), and otherwise act like you agreed to the contract, the contract is enforceable.
2) However, if party A materially (in an important way) breaches a contract, it can't sue party B for money under it--the material breach by A lets B treat the contract as terminated. So, while there are legal theories under which you do have to pay for useful work actually completed, you wold not have to have pay for any work he does not do.

IMPORTANT NOTICE: The Answer(s) provided above are for general information only. The attorney providing the answer was not serving as the attorney for the person submitting the question or in any attorney-client relationship with such person. Laws may vary from state to state, and sometimes change. Tiny variations in the facts, or a fact not set forth in a question, often can change a legal outcome or an attorney's conclusion. Although has verified the attorney was admitted to practice law in at least one jurisdiction, he or she may not be authorized to practice law in the jurisdiction referred to in the question, nor is he or she necessarily experienced in the area of the law involved. Unlike the information in the Answer(s) above, upon which you should NOT rely, for personal advice you can rely upon we suggest you retain an attorney to represent you.

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