• Missing Signature?
  • July 11, 2012 | Author: Edward E. (Ned) Nicholas
  • Law Firm: Vandeventer Black LLP - Norfolk Office
  • It is not unusual, particularly on smaller jobs, for some of the project “contracts” to be missing the signature of one of the parties.  Does a missing signature mean that the parties do not have an agreement?

    Not if the parties go ahead and act as if they have a contract by performing according to the terms of the contract.  Where that happens, Virginia courts will usually declare that the parties at least had an oral contract that is based on the terms set out in the written document.  This makes senses because either party could have called a halt to the deal until the document was signed by all.  By moving forward on the project, all parties endorse the terms set out in writing.

    But there is a potential twist if the project does not go well.  A very recent case from the Supreme Court of Virginia illustrates the potential fallout from a missing signature.  An owner hired a surveyor and then constructed a concrete slab in reliance on the survey.  It turned out that part of the slab was on someone else’s property.  The owner sued the surveyor and alleged in the complaint that the parties had a written contract.  This was crucial to the plaintiff because the suit was filed within the statute of limitations period for written contracts (five years) but beyond the period for oral contracts (three years).  The Court held that because the owner had not signed the proposed contract that the surveyor sent to the owner, the contract was oral and not written and the owner’s claim could not proceed.  What makes this decision somewhat surprising is that the surveyor had signed the “contract.”  But according to the Court that signature was not enough to turn the oral contract into a written contract.

    The lesson: it’s best to move forward on a project with fully executed documents, but a partially executed document is the next best thing.