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If a contract was emailed via pdf and never printed or signed by the receiving party - is it still legally binding?

Newport Beach, CA |

I sent a consignment contract to a consignee via email/pdf. He received the items (the same day) and now will not return the unsold items, saying that the contract was never printed, signed or exchanged beyond email. Is his receiving of the items binding, or do I have no legal recourse to collect? I dont have anything besides the 'sent' PDF and his confirmation of the items as proof/leverage.

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Attorney answers 3


His receipt of the contract and the items, together with his keeping the item, establishes that there is a contract. If he does not return item you can sue him for breach of contract, conversion, and return of the item.

The response given is not intended to create, nor does it create an ongoing duty to respond to questions. The response does not form an attorney-client relationship, nor is it intended to be anything other than the educated opinion of the author. It should not be relied upon as legal advice. The response given is based upon the limited facts provided by the person asking the question. To the extent additional or different facts exist, the response might possibly change. Attorney is licensed to practice law only in the State of California. Responses are based solely on California law unless stated otherwise.


You do have legal recourse. You can have an oral contract even if they didn't sign your email/.pdf. Also, since they kept the goods, there is partial performance of the oral agreement confirming there was an agreement. You should demand performance/return of the unsold items.

I hope this helps and wish you the best with this troubling situation.
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This answer is offered for informational purposes only. Since more information would be need for a complete legal evaluation, It is not offered as, and does not constitute, legal advice.


In CA, it's possible to have 1) a written contract, signed by all parties, or 2) an oral contract, which often is evidenced by emails and/or text messages between the parties discussing the terms and a draft and/or unsigned contract, or 3) an "implied in fact" contract, when the parties' conduct and part or full performance, with or without a draft contract and/or emails and/or texts, evidences the contract. Any of those kinds of contracts can (but aren't necessarily enforceable.

A contract still needs the material terms - the who, what, where, when how much etc. -- set out to be enforceable. But even this rule is somewhat flexible; sometimes a missing term can be supplied by a judge or jury, with something reasonable imputed to the parties' intent, as long as the evidence shows the parties' meeting of the minds and intent to be bound.

No one on Avvo can guess what your contract, and its enforcement provisions, say, so see a lawyer for help.

Disclaimer: Please note that this answer does not constitute legal advice, and should not be relied on, since each state has different laws, each situation is fact specific, and it is impossible to evaluate a legal problem without a comprehensive consultation and review of all the facts and documents at issue. This answer does not create an attorney-client relationship.

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