The deal was made over lunch. You would consult for his company for six months, and he would pay a monthly fee plus a percentage of the first year's sales from the accounts you brought in. You shook hands. You did the work, and the monthly payments arrived for a while. When you raised the percentage, he looked at you across the same table and said, "Show me where I signed that."
Whether an unwritten deal can be enforced is one of the most common questions in business disputes, and the short answer surprises people on both sides of it. Florida enforces spoken agreements every day. The real difficulties are narrower: a specific list of agreements the law requires to be in writing, and the practical problem of proving terms that only two people heard.
Is a handshake deal a real contract?
Yes. A contract requires an offer, an acceptance, something of value exchanged, and terms definite enough for a court to enforce. None of those elements requires paper. An agreement reached in conversation is as binding as one that fills forty pages, and a person who performs under it is entitled to what was promised. What a writing provides is proof, and protection against the specific rule discussed next. The same holds for changes to a written contract. Florida courts can enforce an oral modification the parties acted on, even where the document says changes must be in writing.
Which agreements does Florida require in writing?
Florida's statute of frauds lists them. The principal categories are agreements for the sale of land or an interest in it; leases longer than one year; promises to pay the debt of another person; agreements that are not to be performed within one year; and, under the commercial code, sales of goods above a modest price. A separate statute bars a borrower from suing a lender on a credit agreement that is not in writing. For these agreements, the party seeking enforcement needs a writing signed by the person being sued that states the essential terms. Agreements outside the list, including most contracts for services, can be enforced without one.
What does "performed within one year" mean?
Less than it sounds. Florida courts read this category narrowly. An oral agreement falls within it only when the parties intended, or its terms required, that full performance take more than a year from the day the deal was made. If the agreement could have been completed within a year, it is generally outside the statute, even if performance in fact ran longer. An oral promise of three years of employment needs a writing. An oral agreement to pay a commission when a sale closes does not, because the sale could close next month. Florida also recognizes that when one party has fully performed its side, the one-year rule no longer blocks enforcement.
Do texts and emails count as a writing?
Often they do. The law does not require a formal contract. A writing can be a letter, an invoice, an email, or several documents read together, so long as the essential terms appear and the person being sued signed. Under Florida's electronic signature law, a typed name, an email signature block, or a message sent from a person's own account can serve as the signature when it shows an intent to agree. A text from the other side reading "confirmed, ten percent as we discussed" may be the writing the statute requires. Before conceding that an agreement was purely oral, search the messages.
What if you already did the work?
Then the law offers several routes, and the differences among them matter. Where a contract for land is involved, a party who took possession and paid or made improvements may ask a court to order the transfer; Florida does not extend that part-performance rule to a claim seeking only money damages. Goods that were delivered and accepted, or paid for, are enforceable to that extent regardless of a writing, and between merchants, a written confirmation that draws no objection within ten days can satisfy the requirement against the party who received it. A person who performed services under an agreement the statute makes unenforceable can still recover the reasonable value of the work under an unjust enrichment or quantum meruit claim. Florida's Supreme Court has declined to let a promissory estoppel claim defeat the statute.
How do you prove an agreement nobody wrote down?
With everything around it. The parties testify, and so does anyone who heard the terms. Conduct is often more persuasive than testimony: payments in the amounts one side describes, performance that makes sense only if the deal existed, invoices sent and paid without objection. Later emails that refer to the terms, drafts that were circulated and never signed, calendar entries, and bank records all contribute. Witnesses with no stake in the outcome, such as an employee who took notes or a customer who was told about the arrangement, carry particular weight. The person claiming the contract must prove its essential terms by the greater weight of the evidence, including price, scope, and duration. Courts do not enforce agreements to agree, and a deal that left the central term open is not rescued by witnesses.
How long do you have, and what should you do now?
Florida allows four years to sue on an oral contract, compared with five on a written one, counted from the breach. Do not wait on the evidence. Write down the terms as you remember them, with dates, while your memory is clear. Collect every message, invoice, and payment record. Send a calm email confirming the agreement as you understood it and asking for the amount due; a reply, or a pointed silence, is evidence either way. If the other side has started performing differently from what was agreed, object in writing now, because silence can later be described as acceptance of the change. Do not edit or delete anything. And for the next deal, send the two-line confirming email the same afternoon.
Salomon Smith PLLC represents businesses and individuals in contract disputes across South Florida, including agreements that were never fully reduced to writing. If someone is denying a deal you performed, call (305) 297-1018 for a free consultation, or learn more about our breach of contract practice.
This article is for general informational purposes only and is not legal advice.