Is a text message a binding contract?

The short answer

• A text can form a contract. If one person makes a definite offer and the other clearly accepts it, the medium doesn't matter.
• It can count as a writing. Under ESIGN and UETA, a text is an electronic record, and a record or signature can't be denied legal effect just because it's electronic.
• The signature is the hard part. Where a law requires a signed writing, someone has to show the sender meant their message, name or symbol as a signature.
• Vague texts cause disputes. "Sounds good, let's do it" proves agreement to something. It rarely proves the price, the scope and the dates.

How a contract forms by text

The ordinary rules of contract formation apply. An offer has to be definite enough that the other side knows what they're agreeing to, and the acceptance has to agree to those terms. Something of value has to change hands, which contract law calls consideration. Here's how that plays out between a contractor and a homeowner:

When a law requires a signed writing

Some deals, such as land sales and sales of goods above a set price, must be in a writing signed by the person being held to them. That's the statute of frauds. ESIGN defines an electronic record as a record created, generated, sent, communicated, received or stored by electronic means (15 U.S.C. § 7006(4)), which takes in texts, and UETA section 7 lets an electronic record satisfy a writing requirement and an electronic signature satisfy a signature requirement.

What's less settled is what in a text counts as the signature. An electronic signature must be executed or adopted with the intent to sign. A typed name at the end of a text is the strongest case. A phone number may help prove who sent the message, which UETA section 9 calls attribution, but who sent something and whether they signed it are separate questions. Courts look at the whole exchange.

The thumbs-up emoji case

The best-known decision on this is Canadian, not American, but it's a clear picture of how a court reasons about a text. In South West Terminal Ltd. v. Achter Land & Cattle Ltd., a grain buyer's agent texted a photo of a flax contract to a farm's agent with the words "please confirm flax contract". The reply was a thumbs-up emoji. The farm later took the position that it wasn't bound to deliver.

• Trial court (Saskatchewan Court of King's Bench, 2023). Since 2020 the two businesses had made grain contracts by text, approved with short replies like "yup", "okay" and "looks good". This exchange followed nearly the same pattern, and in those circumstances the judge held the emoji was a signature showing intent to be bound. The farm was ordered to pay C$82,200.21 in damages.
• Court of Appeal for Saskatchewan (2024 SKCA 115). The court unanimously agreed a contract had been formed. The majority upheld the finding that the emoji was a signature under the province's Sale of Goods Act; one judge disagreed on that point.
• Supreme Court of Canada (July 2025). Dismissed the farm's application for leave to appeal, so the decision stands.

The lesson isn't that every thumbs-up is a signature. It's that a court will read a short reply against the history between the parties, and a habit of confirming deals by text can make a one-character reply binding.

Where texting a deal goes wrong

• Missing terms. Texts leave out what nobody thought to mention until it went wrong: cleanup, permits, change pricing, what happens if it rains.
• Who was holding the phone. A shared family phone or an office line makes it harder to show who agreed.
• Lost threads. Phones get replaced and threads deleted. A screenshot without the messages around it can look very different from the full conversation.
• Required notices. Consumer laws often require written notices with set wording, such as a right to cancel. A text thread is a poor way to deliver them.
• Negotiating versus agreeing. One side thinks it's still talking; the other thinks it has a deal.

Better habits for deals made by text

1. Put every term in one message: what, where, price, start date and payment, then ask for an explicit "I agree".
2. Ask for words, not an emoji, when it matters. A typed name or a full sentence removes doubt.
3. When you're only negotiating, say so: "Not final until we both sign the change order."
4. Move anything significant into a short document both of you sign, then text the signing link.
5. Save the thread somewhere other than your phone, especially once a job starts.

Sending a document to sign by text

Customers live in their text messages, so that's where a signing link gets opened fastest. SignMaster emails each signer their signing link, and it doesn't send text messages itself. On the envelope, Copy link gives you that signer's private link to paste into a text from your own phone; here's how. The customer signs on their phone without an account, and both of you get the signed PDF with a record of who signed and when. For extra work agreed on site, start from the change order form.