Legal Question in Business Law in California

Re: Orally agree to a deal but no signed contract

You didn't say much about the supposed oral agreement. The circumstances surrounding the supposed making of the agreement may be more important than the written but unsigned memo.

If this is a law school homework problem, LawGuru has a policy not to accept the question. On the chance that this is real life, here's what I'd say:

(1) Analyze the oral agreement to see whether it is one to which the Statute of Frauds applies; e.g., can it be completed in a year, is it a sale of goods exceeding the applicable money threshold, is an interest in real property being transferred?

(2) Examine the intent of the parties at the time of the oral agreement. Would an outsider have reasonably thought the parties intended to be bound at that time?

(3) There are cases holding that contract terms written on a letterhead are "signed" by the party whose letterhead was used. I would think such holdings would depend upon other factors such as intent and evidence supporting an oral agreement. Certainly not all instances of deal terms on a letterhead amount to an enforceable contract.

(4) If the terms on the letterhead are not the contract, they might be admissible as evidence of the terms of an oral agreement otherwise shown to exist.

(5) The analysis must include a discussion of remedies and damages if a contract and its breach are found. The contract is most likely not subject to a decree of specific performance, and if it is repudiated early on, the non-breaching party's damages are probably rather small.