Many business owners and professionals believe that unless a contract is written, signed, and sealed, it doesn’t count. That’s a dangerous misconception—and one that could cost you dearly.
Under UK law, a contract doesn't have to be written to be enforceable. In fact, oral agreements and even contracts formed through conduct can carry the same legal weight as written documents.
What Makes a Contract Legally Binding?
A contract is legally binding when these four key elements are present:
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Offer and acceptance
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Intention to create legal relations
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Consideration (something of value exchanged)
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Clarity of terms
If these elements are satisfied—even in a phone call, a handshake, or a series of emails—a legally binding agreement may exist.
Unless specific laws require otherwise (such as for property transactions or guarantees), the form of communication is irrelevant. That means contracts can be created or modified via:
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Phone calls
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In-person meetings
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Email
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SMS/text messages
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WhatsApp, Skype, or any messaging platform
Oral Agreements: Real, Risky, and Often Overlooked
Consider the case of Wells v Devani, where the UK Supreme Court ruled that a verbal agreement between a property seller and an estate agent was enforceable—even though not all terms were written down. The court determined that the parties clearly intended to create legal relations, which was enough to form a binding contract.
If you say it—and act on it—you may be legally bound by it.
Implied Contracts: Actions Speak Louder Than Words
Even if nothing is formally said or written, a contract can be inferred from conduct. If both parties behave in a way that indicates mutual agreement—such as delivering goods and accepting payment—a court may find that a contract exists.
This is especially common in:
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Ongoing supplier relationships
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Freelance or consultancy arrangements
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Informal business partnerships
Why This Matters for Your Business
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You can’t avoid liability by saying “nothing was signed.”
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Verbal promises can be enforced—especially with supporting evidence like texts, emails, or witness statements.
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Oral contract disputes are harder to prove, but they’re still very much enforceable.
How to Protect Yourself and Your Business
- Put it in writing – Even a short email summarising key terms can clarify expectations.
- Confirm key points – Spell out payment terms, timelines, deliverables, and responsibilities.
- Train your team – Employees involved in contract discussions should understand the risks of casual agreements, contract capacity, and authority.
- Seek legal advice – Especially before entering high-value, long-term, or complex arrangements.
Need Help?
I help businesses and professionals avoid costly misunderstandings by ensuring your agreements—whether written, verbal, or implied—are clear, fair, and enforceable.
Get in touch at www.gracelegal.net or DM me at @grace.legal2025 or contact me via info@gracelegal.net.