Is a Text Message or Email Exchange a Binding Contract in California?

Last updated: November 2026. Reviewed by Pavel Kolmogorov, California business litigation attorney (State Bar No. 321018).

Yes, it can be. Under California's Uniform Electronic Transactions Act, a contract may not be denied legal effect solely because an electronic record was used to form it, and an electronic signature satisfies a law that requires a signature. A text thread can bind a supplier when both sides agreed to deal electronically, the messages show agreement on the essential terms, and the sender meant to commit. Kolmogorov Law, P.C. litigates these disputes for businesses in Orange County, Los Angeles, and across California.

Call (909) 235-6116 or contact us online to discuss a deal made, or disputed, by text or email.

What California's electronic transactions law says

The statute is short and direct. A record or signature may not be denied legal effect or enforceability solely because it is in electronic form. A contract may not be denied effect solely because an electronic record was used in its formation. If a law requires a writing, an electronic record satisfies it. If a law requires a signature, an electronic signature satisfies it. (Civ. Code, § 1633.7, subds. (a)-(d).)

An electronic signature is defined broadly. It is an electronic sound, symbol, or process attached to or logically associated with an electronic record and executed or adopted by a person with the intent to sign the record. (Civ. Code, § 1633.2, subd. (h).) A typed name, a signature block, a click, or a reply from a phone can each qualify.

So "nothing was signed" is rarely the end of the argument. It is not the whole answer either.

Two conditions people miss: consent and intent

The Act applies only to a transaction between parties who have each agreed to conduct it by electronic means. Whether they did is determined from the context and surrounding circumstances, including their conduct. (Civ. Code, § 1633.5, subd. (b).)

Intent is the second condition. In one Court of Appeal case, a party typed his name at the end of an email accepting settlement terms, and the trial court enforced the settlement. The appellate court reversed. Agreeing to negotiate by email was different from agreeing to finalize the deal by email, and the evidence did not show that the sender typed his name intending to sign. (J.B.B. Investment Partners, Ltd. v. Fair (2014) 232 Cal.App.4th 974, 989-990.)

That decision involved a statute with strict signature rules. In a later appeal in the same case, the Court of Appeal held that the same exchange formed a binding settlement under ordinary contract law. (J.B.B. Investment Partners Ltd. v. Fair (2019) 37 Cal.App.5th 1.) A message can fail as a signature and still be an acceptance.

Courts ask what the parties were doing with their messages. Two companies that have placed forty orders by text have a course of dealing that usually answers the question. Two companies whose drafts all say "subject to a signed agreement" have answered it the other way.

California's jury instructions address this directly (CACI No. 380).

Ordinary contract rules still apply

An electronic message is only a medium. The thread must still contain an offer, an acceptance, and terms definite enough to enforce.

Compare two replies to a quote. "Confirmed: 5,000 units at the quoted price, delivery by March 1" is an acceptance. "Looks good, let's talk Monday" is not. Most disputed threads sit somewhere between those two, and they are decided by reading every message in order, not the one line each side likes.

Authority matters too. A text from a junior salesperson may not bind the company if the person had no actual or apparent power to commit it, a subject covered on our page about who can bind a company to a contract.

When the law requires more than a text

Some contracts need a writing under the statute of frauds, and electronic records usually satisfy it. Three limits deserve attention.

Goods. A deal for goods priced at $500 or more cannot be enforced without a record that shows a sale was agreed and is signed by the party being held to it. Between merchants, a confirmation received within a reasonable time can satisfy the rule against a recipient who has reason to know its contents and does not object in a record within 10 days of receipt. (Com. Code, § 2201, subds. (1), (2).) A supplier's own text stating price and quantity can be that record. Our page on sale of goods disputes covers the exceptions.

Real property. An ephemeral electronic message that is not designed to be retained, such as a text message, is insufficient to constitute a contract to convey real property unless a conforming written confirmation follows. (Civ. Code, § 1624, subd. (d).)

Excluded transactions. The Act does not reach wills, several divisions of the Commercial Code (the sales division is not one of them), and a long list of specific transactions named in the statute. (Civ. Code, § 1633.3, subds. (b), (c).)

If you want to enforce the deal

Preserve the whole thread now. Export it from the device or platform with dates, numbers, and attachments intact. Screenshots are a backup, not the record. If the app deletes messages on a timer, turn that off, for the reasons on our litigation hold page.

Be ready to prove who sent the messages. An electronic record or signature is attributable to a person if it was the act of that person, which may be shown in any manner. (Civ. Code, § 1633.9, subd. (a).) A writing must also be authenticated before a court receives it. (Evid. Code, § 1401, subd. (a).) Phone records, the content of the replies, and later conduct usually supply the proof.

Then show performance. Shipments made, deposits paid, and invoices issued at the texted price are stronger evidence than the words alone. Our page on how to prove a breach of contract explains how that record is built.

If you are told a message bound you

Start with the thread, not with the absence of a signature page. The better defenses are usually these. The parties were still negotiating. An essential term such as quantity was never settled. The messages made the deal subject to a signed agreement, or the person who sent them had no authority.

Do not delete anything, and do not send a follow-up that tries to recharacterize what was said. A calm written statement of your position, sent once, is enough.

If a real agreement was reached orally and the texts merely reflect it, the dispute may be governed by the rules for oral contracts, including a shorter limitations period.

What to bring to the first meeting

Bring the complete message thread, exported with dates and phone numbers or email headers. Add any quotes, purchase orders, invoices, and drafts exchanged around the same time. Records of earlier deals done the same way help show how the parties usually worked. Proof of what each side did afterward matters most.

Frequently asked questions

A supplier agreed to a price in a text thread and now says nothing was signed. Is a text message exchange a binding contract in California?

It can be. California's Uniform Electronic Transactions Act gives electronic records and signatures the same effect as paper ones when the parties agreed to deal electronically. If the thread shows agreement on price, quantity, and delivery, and you have ordered from this supplier by text before, the supplier's "nothing was signed" position is weak.

I replied "sounds good" to a vendor's emailed proposal. Did I sign a contract without meaning to?

Possibly, depending on context. Under California law an email reply can be an acceptance if you intended it as a commitment. It can also be an electronic signature if you meant to sign and both sides had agreed to transact electronically. A casual reply to a proposal that left terms open, or that made the deal subject to a formal agreement, usually is not a binding acceptance.

Can an email be a contract in California?

Yes. A contract may not be denied legal effect in California solely because an electronic record was used to form it. An email exchange that contains an offer, an acceptance, and definite terms can be enforced like a paper contract. The party relying on it must still show that both sides agreed to transact electronically.

Does a typed name count as an electronic signature in California?

Not automatically. An electronic signature requires intent to sign the electronic record. In a 2014 California Court of Appeal decision, a name typed at the end of an email was held not to be a signature. The evidence did not show that intent, or an agreement to finalize the deal electronically. A later decision in the same case still enforced the settlement as a contract.

Can real estate be sold by text message in California?

Generally not by text alone. Under Civil Code section 1624, an ephemeral electronic message not designed to be retained, such as a text, cannot by itself be a contract to convey California real property. A written confirmation meeting the statute's requirements must follow. Parties to a property deal should use a signed purchase agreement.

Talk to a California breach of contract attorney

If a deal made by text or email is being denied, or is being asserted against you, call (909) 235-6116 or contact us online. Kolmogorov Law, P.C. is located at 327 Magnet, Irvine, CA 92618, and represents businesses in Orange County, Los Angeles, and throughout California.

This page provides general information about California law and is not legal advice. Outcomes depend on the messages, the parties' dealings, and the court.