You’re not my lawyer, I’m not your client, this isn’t legal advice, pay heed at my own risk, etc. This is theoretical and has nothing to do with me personally.
I’m reading through the Wikipedia article on the lovely and talented Shana Hiatt and it notes that in response to a claim of a contract breach she said she never signed the contract. Leaving aside other issues (like her claim of hostile work environment), how is “I never signed it” a defense?
In general terms, offer + acceptance + consideration = contract. So if I accept an offer, perform my part and get paid for it, doesn’t that indicate that I believe that I have a contract? Is it, from a legal standpoint, reasonable to contend that, in spite of my performing my functions as spelled out in the written contract and receiving the compensation as dictated by the written contract, that I’m not a party to an oral contract with the same terms as the paper document because I didn’t sign it?
Would it be equally reasonable legally reasonable for the other party to refuse to pay me one week because, even though we’ve both been performing according to the terms of the unsigned paper that we both agreed to, we don’t really have a contract because I didn’t sign it?
IANAL, but it might depend on what the normal terms of an employment contract are. It’s normal to be paid for working, and the amount of salary might be deuced from oral negotation, but it’s not normal to be restrained from working for a rival business after terminating employment – and that’s the term that’s in dispute here.
Sometimes the statute of frauds (and some similar laws that get lumped in with the statute of frauds) requires a writing signed by the party to be charged. There are some exceptions that probably apply, but the statute of frauds argument makes things messier.
Without some sort of formal requirement of a written, signed agreement, the “I never signed it” argument usually fails where there is other evidence of mutual assent.
Ah, but if “I never signed” a written contract, who is to say that the contract that exists between you and me is accurately reflected by the written “contract” you have produced?
Thus: you ask me to come work for you as a show’s host. I say, “pay me $150,000 and I’ll do it.” You say, “well, only if you agree to do two seasons at $150,000 apiece.” I respond, “that’s fine only if you agree that I can leave after a year if the ratings aren’t in the top 50% of shows for the year.” You say, “I think we have a deal then.” I say, “alright, write it up and I’ll be in to sign it.”
What are the terms of our contract? Is it just I will be a host for two years, in consideration of which you will pay me $150,000 per year and let me leave after 1 year if the ratings are bad? Or are there other provisions you and I would both agree are part of the contract because they are standard to all contracts of this type in our area?
So I think it would depend in large part upon where this supposed “written contract” that she never signed came from. Did they prepare it and she saw it, said everything was ok, and just forgot to sign? Or were the parties still dickering over things and never got around to formalizing it?
In other words, we don’t have a repudiation of the existence of the contract, we simply have a disagreement over the terms of the contract. In the absence of a signature, it’s going to be up to the trier of fact to decide what the terms of the actual contract between the parties was. The possibilities there are too numerous to examine by speculation.
I don’t mean to restrict discussion just to aspects of Hiatt’s situation, so if there are general answers that may or may be modified by her specifics, please feel free to offer the general answers too.
I would think the fact that we’re both operating under the terms of the written contract would indicate that it accurately reflects the terms of the contract. If, say, the written contract, prepared after our extensive negotiations, calls for you to pay me $100,000 a year to host your show and also calls for me to give you a bowl of M&Ms with the tans picked out before each taping, and you pay me and I give you tan-free M&M bowls, that would seem to indicate that I believe myself to be under a contract because why on Earth would I sit around picking out the tan M&Ms otherwise?
There are a few common fact patterns, but they break down into two main groups:
An agreement was circulated but never signed. At least one party never thought it was *the * contract. If they’ve been transacting business, they have a contract (assuming no statute requires that kind of contract to be written), but it’s terms aren’t necessarily those in the written agreement.
The parties have a formal agreement which is written, but one or more of the parties hasn’t signed it. In this pattern, there are variations. The parties, for example, might have relied on provisions in the written contract. There may be payments or performance that only make sense if one consults the contract. There are lots of other possibilities.
In both of these cases, unlike the statute of frauds case, there *is * an enforceable contract, but as DSYoungEsq points out, its terms might require proof. In cases like #1, terms not reflected by other evidence might not survive. Because the argument is really that there *is * a contract, but the written one isn’t it. In cases like #2, a bare-naked “I didn’t sign it” won’t help much. This argument is based on a technical defense. It’s going to be governed by the requirements of the defense.
