Unsigned Contracts

It is a common misconception that a written contract must be signed by both parties in order to be valid and binding.  In one common exception, the employer drafts a contract and presents it to the employee, the employee signs the contract, and the parties proceed to act on the contract even though the employer has not signed it. 

Forming a contract requires an offer, its acceptance, and consideration. 

An offer consists of a promise to render a stated performance in exchange for a return promise being given.  An employer’s act of presenting a written contract can constitute that promise, even if the employer does not sign the contract.

Acceptance is an expression (communicated by word, sign, or writing to the person making the offer) of the intention to be bound by the offer’s terms.  Under Washington law, an offer is accepted and becomes contractually binding by the actions of a person signing an agreement presented as an offer.  The employee’s signature is an objective manifestation of their intent to be bound by the contract, and therefore constitutes acceptance of the employer’s offer.

Unless otherwise indicated by the language or the circumstances, an offer invites acceptance in any manner and by any medium reasonable in the circumstances, including by performance.  So even if neither party signed the contract, if the employee and employer both proceed as if the contract was valid, for example by paying the amount provided for in the contract, or performing work as specified in the contract, the agreement may be deemed to have been accepted by performance.

Consideration is any act, forbearance, creation, modification or destruction of a legal relationship, or return promise given in exchange.  Put another way, consideration is a bargained-for exchange of promises.  When an employee works for the employer, and the employer pays the employee in exchange, there is consideration sufficient to create a valid contract.