Introduction to Verbal Contracts
The requirements for a verbally-agreed contract are no different than those of a written agreement. For any form of contract, whether spoken or written, there must be some elements present in order for that contract to be considered enforceable: If the essential elements are present, and assuming that the contract is not one that must be made in writing under the Statute of Frauds , it doesn’t matter whether the agreement was made in person, over the telephone, on paper, electronically, or even through a private means of communication (e.g. a private code or a sequence of physical movements) – the contract is valid under the law. Some contracts must be in writing in order to be enforceable.
Florida Statutes on Oral Contracts
Florida law is incredibly unclear on what types of agreements come within the statute of frauds and how long an agreement must be for it to be unenforceable. The statutes say that agreements for a certain duration are enforceable, but case law has held that term agreements for more than 1 year must be in writing. Fortunately, in regards to verbal contracts, there is an exception to this general rule. Florida Statute Section 672.201 provides: "with respect to goods, a contract which is otherwise statute of frauds subject as though it were in writing if the party against whom enforcement is asserted admits in his pleading, testimony, or by documentary evidence that a contract for sale was made, the contract for sale is not enforceable under this section beyond the quantity of goods admitted[.]" In other words, if the other party to a verbal contract admits in writing that the verbal contract exists and testifies that the contract is for the sale of goods, then the other party is bound by the verbal contract. Of course, the general rule regarding an unenforceable verbal contract will apply if you and the other party have different views as to the length of your agreement (if it is for a set term) or what the terms of your agreement are. If however, the other party admits that the contract exists and are either silent or ambiguous in their testimony, then a verbal agreement is likely enforceable. There are dozens of cases where verbal contracts have been held to be enforceable. For example, in Glover v. Davis, 105 So.2d 793 (Fla. 4th DCA 1958), a claimant took care of a decedent for more than a year prior to her death. At the time of her death, the decedent in question had both a written, enforceable will and a verbal will (the latter of which is not recognized in Florida). The court held that the verbal will overrode the written one because it was not contested and was unequivocally proven. Notably, the oral agreement was entered into more than a year prior to the death of the defendant in question. Thus, the Florida Statute of Frauds did not apply—making the verbal contract enforceable. See also Jennings v. Kreger, 611 So.2d 519 (Fla. 3d DCA 1993)(finding that an oral agreement to change a will to name someone as a beneficiary was enforceable despite the fact that it was not reduced to writing and was entered into more than one year prior to the death of the testator). Obviously, the law in Florida surrounding verbal contracts is expansive. This overview is by no means comprehensive. For a better understanding of the enforceability of a verbal agreement, it is advisable to engage with an attorney.
Exceptions and Limitations
It should be noted that Florida has some limited exceptions where a written contract is legally required. In some of these situations, Florida law expressly prohibits verbal contracts. For example, contracts for the sale of real property (five acres or more), any agreement that by its terms cannot be performed within one year, agreements governed by the Statute of Frauds, the Uniform Commercial Code (UCC) and Florida’s Land Sales Practices Act are required to be in writing. Moreover, although not legally required, most employment contracts, leases and contracts for sale of goods in the commercial context typically are signed. In Florida, the most likely parties to have a verbal business contract that is legally enforceable would be two individuals who agree to terms that are not already covered by an existing contract or law.
Challenges in Proving an Oral Contract
The problem is, unlike with written contracts, it can be next to impossible to prove the terms of a verbal agreement in court. Verbal contracts are notoriously difficult to enforce.
If a verbal contract goes awry, the best evidence for your claim will be testimony of what your understanding was through that oral agreement, in addition to supporting documentation – emails, texts, voicemails, etc. – that will likely help support your relationship with the other party. If you were communicating via phone or text, this evidence could work in your favor, but if none exists, it could present a challenge to proving your case.
In general, here are some of the types of evidence that will come into play if you find yourself in court over a verbal contract dispute:
Additionally, hearsay is a consideration (out of this realm entirely) in verbal contract disputes and therefore, in the event you end up in court, having corroborating evidence of the contract, such as emails, voicemails or other documentation that would not be hearsay, could be instrumental to presenting your claim.
Additionally, following all your agreements, communications and exchanges in writing with follow-up emails, texts or other documentation can help more compellingly shape your version of events surrounding each verbal contract, and will help institute a formal record of the agreement.
Legal Precedents
A review of the case law in Florida shows that verbal contracts are common enough that they have been subject to numerous court interpretations over the years. A leading case on this subject is Baron Factors, Inc. v. Thetoros Investment Corp., 372 So.2d 1004 (Fla. 1978). The plaintiff in this case brought an action on an oral agreement to purchase real property from the defendant. The defendant claimed the Negotiation of the agreement constituted the unauthorized practice of law by the plaintiff. The Florida Supreme Court disagreed, finding that where one party to a contract was legally sufficient to enter into the contract being challenged, the other party, even one with less legal fortitude, was not practicing law by offering to enter that agreement. The Court in Baron went on to rule that the plaintiff’s action for breach of contract was not improper merely because it was not pursuing the claim for breach of real-estate contract in accord with the requirements of F . S. (Florida Statutes) 475.61. There was no evidence that the plaintiff was trying to sell the property on behalf of the defendant. Consequently, representation of the plaintiff in the litigation was not shown to be a violation of the statute prohibiting the unlicensed practice of real estate brokerage. Other notable court considerations of verbal contracts in Florida include Cahn v. Equity Builders, Inc., 118 So.2d 407 (Fla. 1st DCA 1960) in which the First DCA found no error in an instruction on an oral contract where no offer in writing was essential to the formation of a contract, and Roberts v. Altman, 107 So.2d 190 (Fla. 1963) in which the Court emphasized that each individual case must be considered according to its own particular facts to determine whether an oral agreement was intended to constitute final and complete engagement of the parties.
Best Practices for Enforceability
It is always a good idea for someone to have a formal written agreement in order to bind the other. However, if one does not have a written agreement, there are steps which can be taken to make a verbal agreement enforceable. One option is for a party to have a witness who can act as a second person to verify that the agreement existed. If the person was not a witness, have the other party send an email confirming the agreement. In the event that a verbal agreement does not contain all of the elements of a contract, interest or other aspect which may cause it not to be enforceable, one can argue that the verbal agreement should be enforced where one party has relied upon it to his detriment. Florida case law indicates that a contract is "considered wholly integrated so that its terms not expressed within it are excluded from and do not enter into the parties’ obligations." Depending upon the facts of the case, when reaching a verbal agreement a party may elect to state that it is a condition or third party beneficiary of another agreement which is signed. In this way, if the other agreement is enforced, the oral agreement can be forced as well.
When to Get Legal Help
When disputes arise in Florida involving verbal contracts, seeking advice from legal experts is required to determine the best way to address the issue. There are a number of potential strategies available in various situations, but they all have pros and cons that need to be weighed individually.
One specific recourse worth noting is the right to cancel a verbal contract, which can be done under a number of circumstances.
Problems regularly arise for people dealing with verbal agreements. Certain verbal contracts are enforceable and others are not, which creates a confusing situation at times when people are trying to make sure they are abiding by an agreement that was made just based on words . Laws concerning these types of agreements vary from state to state and can be vastly different in some cases. For this reason, it is very important for anyone involved in a verbal contract in Florida to contact a Florida lawyer to help them handle any potential issues that may arise as a result of their agreement.
Litigation also occurs at times related to verbal contracts in Florida. This could also involve filing a lawsuit or going through a mediation process to limit the amount of time a dispute continues.