Florida Statute of Frauds: What Business Owners Must Put in Writing

October 29 2026

Matthew Fornaro

Business Litigation Attorney · Coral Springs, FL

Matthew Fornaro is a Florida business law attorney serving Coral Springs, Parkland, and Broward County. He represents small businesses in commercial litigation, contract disputes, and business torts. Schedule a consultation →

Key Takeaways

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Florida’s statute of frauds is section 725.01 of the Florida Statutes. It says certain agreements cannot be enforced in court unless they are in writing and signed by the party you are trying to hold to the deal, or by that party’s authorized agent. Under section 725.01, that covers promises to pay someone else’s debt, contracts for the sale of land, leases longer than one year, and agreements that cannot be performed within one year. If your deal falls into one of those buckets and the only proof is a handshake or a text thread, you may have a hard time enforcing it.

This guide walks through what the statute covers, what a valid writing and signature look like, what happens when a deal fails the test, and how to protect your business before a dispute starts.

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TL;DR

Florida’s statute of frauds (Fla. Stat. § 725.01) requires a signed writing for guarantees, land sales, leases over one year, and agreements that cannot be performed within one year.
Sales of goods at $500 or more fall under a separate rule in the Uniform Commercial Code, section 672.201.
A deal that fails the statute is generally not enforceable in court against the party who did not sign. Oral deals outside the statute can still be enforced.
A signed email, a text thread or an e-signature can work, but only if it shows the key terms and carries the signer’s intent.
Put anything long-term, anything involving real estate and any guarantee in a signed contract before work or money moves.

What the statute of frauds actually does
Which agreements must be in writing
Sales of goods: the $500 rule
What counts as a valid writing and signature
What happens if a deal fails the statute
Agreements that sit outside the statute
Where the statute shows up in real business disputes
How to protect your deals
Our perspective
Getting help with a contract or a dispute
FAQ
Sources

What the statute of frauds actually does

The name is misleading. The statute does not punish fraud and does not make oral contracts illegal. It is a rule of proof: for a defined list of agreements, the person asking a court to enforce the deal must produce a writing signed by the person on the other side.

The Florida Supreme Court has said the statute was designed to intercept the frequency and success of actions based on nothing more than loose verbal statements or innuendoes, and that it should be strictly construed to prevent the fraud it was meant to correct. That language comes from Tanenbaum v. Biscayne Osteopathic Hospital, a 1966 decision, and it still frames how courts think about these cases.

Two practical points follow from that:

The statute works as a defense. It usually comes up when someone sues on a deal and the other side answers, “There is nothing in writing.”
The signature that matters is the defendant’s. The statute asks for a writing signed by the party “to be charged,” meaning the one you are suing. You do not need both parties’ signatures to enforce against one who signed, but you cannot enforce against one who did not.

Which agreements must be in writing

Section 725.01 lists the categories. The ones that matter most to small businesses and startups are these.

Category	What it looks like in a business
Promise to pay another’s debt	Personal guarantee of a company loan, a promise to cover a vendor’s invoice for a customer
Sale of land or an interest in land	Buying a building, an option on property, an easement
Lease longer than one year	A commercial lease for a storefront, office or warehouse
Agreement not to be performed within one year	A two-year supply deal, a multi-year consulting engagement, a three-year distribution arrangement
Health care provider guarantee of specific results	A written promise of a medical outcome, which must be in writing

The categories are drawn from the statute itself, which you can read on the Florida Senate’s page for section 725.01. The statute also lists a few older categories that rarely matter to a business, such as promises made in consideration of marriage.

The one-year rule trips up more deals than any other

The “cannot be performed within one year” clause catches business owners by surprise. A verbal agreement to supply product for 18 months, to pay a sales commission on a three-year account, or to give a key hire a multi-year equity or bonus arrangement can all fall into it.

The test is about what the parties understood when they made the deal. A contract that could in theory be finished in under a year is treated differently from one the parties plainly meant to run longer. If a deal is open-ended or runs longer than twelve months by its terms, assume it needs to be in writing.

Leases and real estate

Commercial leases longer than a year and any transfer of an interest in land need a signed writing. Real estate is also where oral side deals do the most damage: a seller who “promised” to credit repairs, a landlord who “agreed” to a build-out allowance, a buyer who “said” they would close in 30 days. If it is not in the signed document, plan on not being able to enforce it. Our real estate transactions and litigation practice handles these deals for businesses across Broward and Palm Beach counties.

Personal guarantees

A promise to answer for someone else’s debt is a classic statute of frauds item. Lenders and landlords always get guarantees in writing for that reason. The risk runs the other way for owners: if you made an informal promise to cover a vendor or a partner’s obligation, the lack of a signed writing may protect you, and the lack of a signed writing on the promise you were given may leave you unprotected.

Sales of goods: the $500 rule

If you sell or buy products rather than services, a different statute applies. Under Florida’s Uniform Commercial Code, section 672.201, a contract for the sale of goods priced at $500 or more is not enforceable unless there is a record sufficient to indicate that a contract exists, signed by the party against whom enforcement is sought.

For a retailer, manufacturer or distributor, that is a very low threshold. A single purchase order for inventory will clear it. A purchase order, confirmed by email and signed or otherwise authenticated by the buyer, is the kind of record the rule is looking for.

What counts as a valid writing and signature

The writing does not have to be a formal, lawyer-drafted contract. Section 725.01 allows “some note or memorandum” of the agreement. But a thin memorandum creates its own risk. The Florida Bar’s consumer guidance on legal and binding contracts notes that a contract required to be in writing must be signed by the responsible party and must state the agreement with enough specificity. In practice, a court expects to see:

Who the parties are
What is being exchanged (goods, services, property, money)
The price or how it is calculated
The essential terms, such as duration, delivery, payment timing and any guarantee
The signature of the person you want to hold to the deal

The Florida Bar also stresses that a contract must involve consideration, each side giving and receiving something, to be enforceable. A signed writing does not fix a deal where one side gave nothing.

Email, texts and e-signatures

Signing does not require ink. Florida’s Uniform Electronic Transaction Act, section 668.50, defines an electronic signature as an electronic sound, symbol or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign it. The Florida Bar likewise says that in many instances electronic signatures are treated like handwritten ones.

The word doing the work is intent. A typed name at the bottom of an email in which someone says “agreed, here are the terms” is stronger evidence than a casual “sounds good” in a text. Whether a scattered email chain adds up to a signed memorandum with all essential terms is exactly the kind of question that ends up in front of a judge. If you rely on messages instead of a contract, you are betting on that outcome.

What happens if a deal fails the statute

If an agreement is covered by the statute and there is no qualifying writing signed by the other side, a court will generally decline to enforce it against that party. That is the practical consequence: you may have done the work, shipped the product or made the introduction, and still have no enforceable promise to point to.

A few things are worth knowing before you assume the worst or the best:

Oral deals outside the statute are still enforceable. The Florida Bar notes that oral contracts that do not fall under the statute of frauds are generally enforceable, particularly when one party has already performed. The problem with them is proof, not validity. Our guides on whether a verbal agreement can be enforced in Florida and how to enforce a verbal contract cover how those cases are built.
The clock is different. Florida law usually allows five years from breach to sue on a written contract and four years on an oral contract, according to the Florida Bar’s guidance. Four years for improvement-of-real-property claims is also listed there. Waiting is a bad plan either way.
Other theories get tested. When a covered deal is not in writing, plaintiffs often plead alternatives such as fraud, unjust enrichment or reliance-based claims. Whether those survive depends on the facts and the specific court’s case law, and they are not a safe fallback. That is a question for a litigator who has read the current appellate decisions, not a rule of thumb.
Equitable remedies need a clear deal. If what you want is a court order to complete a transaction, see our explanation of specific performance in Florida.

Because the consequences turn on which category your deal falls in, what documents exist and what the other side did, the person to talk to is a Florida business litigation attorney before you file anything or send a demand.

Agreements that sit outside the statute

Not every business deal needs a signed writing under section 725.01. Some common examples:

Short, one-off service jobs that can be completed within a year
At-will arrangements with no fixed term
Operating agreements for LLCs. Under section 605.0106, an operating agreement is not subject to a statute of frauds, except as provided in section 605.0403(1). Florida lets members have an oral or implied operating agreement.

That last point is a trap of its own. An LLC operating agreement can be valid without a signature, and that is exactly why co-founders end up disagreeing about what they agreed to. The statute not requiring a writing is not a reason to skip one. See our business formation practice for how we document ownership, and our checklist on adding a partner, investor or new owner.

Where the statute shows up in real business disputes

The patterns repeat. These are typical situations, described generally rather than as reported cases:

The long-term supplier. A vendor says it will hold your pricing for two years. Prices rise in month ten. With nothing signed, the promise is hard to enforce.
The sales commission. A rep closes a multi-year account on a verbal promise of ongoing commission. The company changes the plan. The one-year clause is the first thing its lawyer raises.
The buyout. Partners agree on a handshake price for one partner’s share, then the buyer backs out. Depending on what is being sold, the statute may apply, and either way the lack of documents is costly. Our guide to business asset sales and checklist for selling or winding down a Florida business show what to paper.
The guarantee. An owner says “don’t worry, I’ll cover it” to a supplier. If it is not signed, the supplier may be left without recourse, or the owner may face a fight over whether the promise existed at all.
The contractor deal. A scope that grew by text message and a price that moved by phone call. If you are in that spot, our guide on suing a contractor for non-performance in Florida and the note on formalizing handshake business deals are good places to start.

How to protect your deals

A short routine removes most statute of frauds risk.

Ask: could this run longer than a year, involve land, or guarantee someone’s debt? If yes to any, get a signed contract.
For goods, treat $500 as the line. Use a purchase order or sales agreement signed or authenticated by the buyer.
Confirm oral deals in writing the same day. A short email that restates price, scope, term and payment timing, and asks the other side to reply “confirmed,” builds a record.
Sign before you perform. Once you have delivered, your leverage drops. Our do’s and don’ts in a business transaction covers the order of operations.
Use a signing method that shows intent. An e-signature platform that records who signed and when is stronger than a typed name in a thread.
Put amendments in writing too. Changing a signed contract by phone call invites an argument, and a change to a deal covered by the statute may need the same formality as the original. For goods, Florida’s UCC says the requirements of section 672.201 must still be met if the contract as modified falls within it.
Keep a clean file. Signed copies, drafts, and the messages that led to the deal all matter when someone later disputes it. See our explanation of what makes a contract legally binding in Florida.

Our perspective

Most of the statute of frauds disputes we see are not about bad faith. Two people trusted each other, moved fast, and never wrote it down. Then the deal got more valuable, or the relationship soured, and each remembered a different version.

The lesson we give clients is simple. The statute is a floor, not a standard. Even when a deal does not technically need a signed writing, you will want one, because the question in a dispute is never only “is this enforceable?” It is also “what did we agree to, and can I prove it?” A two-page agreement with price, scope, term, payment and an exit costs a small fraction of what a contested oral deal costs to litigate.

We also tell owners not to over-read the statute from the other side. If you are the one who made a loose promise, do not assume the lack of a signature ends the matter. Whether it does depends on the category, the documents and the conduct of both sides, and a careful read of the facts comes first. We would rather see you in our office before the demand letter goes out than after.

— Matthew

Getting help with a contract or a dispute

If you are drafting a deal that touches land, a long-term supply or service arrangement, or a guarantee, we can prepare or review the agreement before anyone signs. Our business transactions practice covers contract drafting and review for small businesses and startups in South Florida.

If a deal has already gone wrong and the other side is pointing to the lack of a signed writing, our business litigation team can look at what evidence you have and which claims are realistic, and we also handle arbitration and mediation when a negotiated resolution makes more sense than a lawsuit. For a broader view, see our Florida contract dispute FAQ and the piece on common causes of contract disputes for small businesses.

FAQ

Is a text message or email enough to satisfy the statute of frauds in Florida?

It can be, but it is a risk. Florida’s electronic transaction law treats an electronic signature as one executed or adopted with intent to sign a record, so a signed email can qualify. The message chain still has to show the essential terms and the sender’s intent to be bound. A clean, signed agreement removes the argument.

Does every contract in Florida have to be in writing?

No. Only the categories in section 725.01, and sales of goods at $500 or more under the UCC, need a signed writing to be enforceable. Other oral contracts are generally enforceable in Florida, particularly when one side has already performed, though they are harder to prove.

Does an LLC operating agreement need to be in writing in Florida?

Not under the statute of frauds. Florida’s LLC statute says an operating agreement is not subject to a statute of frauds, except as provided in section 605.0403(1). Even so, a written, signed operating agreement is the best way to avoid a fight between owners about their rights and obligations.

How long do I have to sue on a contract in Florida?

The Florida Bar says the usual period is five years from breach for a written contract and four years for an oral contract, with four years for improvement-of-real-property claims. Deadlines can depend on the type of claim, so confirm yours with an attorney as soon as a problem appears.