Legal Question in Business Law in California

The legal definition of an "offer" is a proposal which allows the other party to form a contract by accepting it. You describe the document as an "offer letter," and admit that you accepted its terms. Whether the letter qualified as an offer will depend on all of its text, not just the clause you quoted.

Assuming that you formed a contract by accepting a valid offer, and that the contract requires you to repay your signing bonus if you leave early, the fact that you didn't sign a promissory note when you left did not release you from your deal. A signed note might have made it easier for the company to enforce the contract, but the lack of one has nothing to do with whether you have a contract in the first place.

The fact that the document was written as a letter is not important. Neither is the fact that it didn't include the word "contract." The rules governing what is or isn't a contract are about substance, not form. After all, a contract is an agreement and not a physical object. (That's why there is such a thing as an oral contract, though the law requires some types of contracts to be in writing and sometimes treats oral contracts differently.) A written document can contain a contract's terms, but it is not the actual contract. That's why the form of the document doesn't particularly matter.

Nothing you have written suggests that the document fails to qualify as a contract, but it might. Even if the contract is valid, some or all of it might be unenforceable. And even if this provision would normally be enforceable, there may be reasons why the company can't enforce it in this particular case.

Feel free to contact me if you'd like to discuss your situation further. Whether it's me or someone else, you should consult with a lawyer to find out whether the agreement is a binding contract and what options you may have.

Good luck.

I agree. The offer letter was a "legal" offer. An offer invites acceptance. Once validly accepted, the offer becomes a contract. Law students learn this on day one of contracts class.