The Contract That Was Never Signed
Grayson, a Florida homeowner, emails a general contractor, BuildCo, asking for a quote to renovate a kitchen. BuildCo emails back a detailed proposal: scope of work, a price of $68,000, a start date of March 1, and a signature block. Grayson replies, "Looks good - go ahead and order the cabinets." BuildCo orders $14,000 in custom cabinets. Two weeks later, Grayson emails, "I've changed my mind, please cancel everything." BuildCo stops work and sues for breach. Grayson argues there was never a signed writing and that the Statute of Frauds bars enforcement. The parties had no prior course of dealing. BuildCo's proposal contained no clause requiring a signature to be binding.
1. Does the Statute of Frauds bar enforcement? Analyze under Florida law, including the UCC versus common-law distinction.
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The threshold question is which body of law governs. The transaction is a home renovation - a construction contract - which is predominantly a services contract, so the common law applies, not Article 2 of the UCC. The cabinets are a component, but the essence of the agreement is labor and construction.
Common-law Statute of Frauds. Florida's Statute of Frauds (Fla. Stat. § 725.01) requires a writing signed by the party to be charged for contracts that cannot be performed within one year. A kitchen renovation starting March 1 with no stated end date could plausibly be completed within a year, so the one-year clause likely does not apply. There is no land-interest issue (this is a renovation, not a conveyance).
The signature problem. Grayson never signed. But the email exchange may satisfy the writing requirement. Florida has adopted the Uniform Electronic Transactions Act (Fla. Stat. ch. 668). An electronic record satisfies a writing requirement, and an electronic signature - including a typed name or a reply that manifests assent - can satisfy the signature requirement if it identifies the sender and evidences intent to sign. Grayson's "Looks good - go ahead" email, sent from his account, may qualify.
Conclusion. The Statute of Frauds is likely not a bar, and even if it were, the part-performance and promissory-estoppel doctrines may apply given BuildCo's reliance in ordering custom cabinets.
2. Assuming the contract is enforceable, what can BuildCo recover, and what duty does Grayson's cancellation trigger?
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Breach. Grayson's "go ahead" email was an acceptance of BuildCo's offer, forming a binding contract. His later cancellation is an anticipatory repudiation and a breach.
Mitigation duty. BuildCo must mitigate. It did so by stopping work when instructed. It cannot recover the full $68,000 contract price because it did not complete performance and incurred only partial costs.
Recoverable damages.
- Out-of-pocket reliance/expectation damages for the $14,000 in custom cabinets, to the extent they cannot be resold or reused. Custom cabinets have little salvage value; BuildCo should document any residual value and credit it against the claim.
- Lost profits on the contract - the difference between the contract price and the cost BuildCo would have incurred to complete. BuildCo must prove this with reasonable certainty; a bare estimate is insufficient.
- No consequential damages beyond what was foreseeable at contracting.
Offset. Grayson may argue the cabinets were ordered before acceptance was unambiguous, but his "go ahead and order the cabinets" language specifically authorized that step, defeating the argument.
Net recovery. Roughly $14,000 plus proven lost profit, minus any salvage credit - not the full contract price.