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Kevin O'Flaherty

In the legal landscape of Illinois, the absence of dual signatures on a contract  doesn't necessarily render it non-binding. Contrary to what many might assume, a contract can maintain its validity through actions that imply acceptance, even without the formal endorsement of both parties involved. This article dives into the nuances of such scenarios, covering the conditions under which Illinois courts have recognized unsigned contracts as legally enforceable. We explore three primary reasons these agreements hold water in the eyes of the law: consistent actions that align with the contract's terms, the significance of not objecting to the contract, and the comprehensive acceptance of the contract's conditions by both parties.

When Is a Contract Legally Binding Without Both Signatures?

Despite popular belief, a contract’s validity in the world of law does not always depend on signatures from all parties. In some scenarios, an unsigned agreement can still be considered legally binding based on the actions and intentions of those involved.

In situations where one or more parties comply with the terms outlined in the contract or accept its benefits without objection, it is deemed as acceptance towards its terms. Even if only one party has signed the document, adherence by both sides to its conditions can lead to enforceability within legal boundaries.

Parties Have Acted in a Way That’s Consistent with the Written Agreement

One way for both parties to be bound by all terms of the contract is by being consistent in their actions in regard to the contract. Payment agreements are a good example of this. If the contract states that monthly payments are to be made by the business, and the business acts accordingly and makes monthly payments, it serves as strong evidence that both parties are bound to the terms of the written agreement.

If the party who is making the monthly payments failed to sign the contract – in which the written contract explicitly mentions a monthly payment method – it would be very difficult to dispute the validity of the contract. For this reason, courts have often ruled in favor of the contract being valid when both parties have acted in a consistent matter with the terms of the agreement.

Failure to Object the Contract is Strong Evidence it was Accepted

Do both parteis have to sign a contract for it to be valid?

If a party receives a contract and doesn’t sign nor object to the terms and continues to go ahead with the business or working relationship with the other party, its silence serves as evidence that the contract was accepted. ‘

An example of this could be someone who was contracted to paint a house. He or she may receive an agreement that includes the length of time the project will take and he or she does not find this time reasonable and does not sign the agreement.  However, if the painter fails to bring this up to the other party and object to the time frame and instead shows up and continues with the project, the painter is likely to be bound to the time frame in the agreement.  

For this reason and if litigation seems inevitable, it’s important for parties to gather documents and email correspondence the reflect the other’s intention and communication regarding the unsigned contract.

An Accepted Contract Will be Treated as a Whole

All Illinois cases dealing with unsigned contracts agree on a single point: the written agreement either stood or fell as a whole. Meaning, if the parties acted as if some terms of the agreement applied, then all terms of the agreement applied and the contract is valid.  If disputes arise regarding one part of the contract, yet both parties acted in accordance with other parts of the agreement and failed to object to the one in dispute, the contract is viewed as valid even if it was not signed by both parties.


To summarize, a contract can be considered legally binding even if all signatures are not present, as long as the actions and intentions of the parties involved align with what was agreed upon. While verbal contracts hold legal weight, they often pose challenges in terms of providing evidence in court. Opting for written contracts is Recommended. Proper documentation and seeking legal advice play crucial roles in ensuring that a contract is both valid and enforceable. In today’s digital age, electronic signatures offer a convenient solution to signing contracts while also offering advantages such as efficiency.

Frequently Asked Questions

What does it mean when a document is countersigned?

Countersigning a document involves the addition of a second signature, typically to confirm its legitimacy or endorse an agreement between two parties. This extra signing process serves as authentication for the document and indicates mutual acceptance by both parties involved.

Is a contract valid if not countersigned?

A contract remains legally binding even without a countersignature if both parties followed the terms of the agreement and did not raise any objections regarding its lack of signature. This means that as long as all conditions were met, such an unsigned contract is still considered valid between two individuals or entities involved in it.

What is countersign language in contract?

The act of countersigning a contract involves the second signature on a document, serving as confirmation and validation by both parties participating in the agreement. This serves to ensure their joint commitment to abide by all terms outlined within the contract.

Through this process, it is recognized that mutual consent has been given by all involved individuals or groups included in the agreement. The presence of two signatures signifies an understanding and acceptance from each party regarding their obligations stated in the contractual arrangement.

What is an example of a countersigned document?

A document that serves as an example of requiring a countersignature is a legally binding agreement, which must be signed by all involved parties to show their mutual understanding and acceptance.

In the realm of financial dealings, checks or payment orders exceeding a certain amount may also necessitate being countersigned in order for them to be considered valid.

Can a contract be legally binding without all signatures?

Yes, a contract can be legally binding without all signatures if the parties consistently act in accordance with the agreement, fail to object to its terms, or accept benefits from it. Keep in mind the circumstances and actions of the parties involved.

Our team is ready to address your legal needs remotely OR at one of our many physical locations, including our Peoria attorneys located at:  
O’Flaherty Law of Peoria
4600 N. Brandywine Dr., Ste. 200A, Peoria, IL 61614
(309) 512-0066

Disclaimer: The information provided on this blog is intended for general informational purposes only and should not be construed as legal advice on any subject matter. This information is not intended to create, and receipt or viewing does not constitute an attorney-client relationship. Each individual's legal needs are unique, and these materials may not be applicable to your legal situation. Always seek the advice of a competent attorney with any questions you may have regarding a legal issue. Do not disregard professional legal advice or delay in seeking it because of something you have read on this blog.


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