Key Takeaways

  • Oral contracts in Massachusetts are generally enforceable but subject to the Statute of Frauds, which requires certain agreements to be in writing.
  • Under the Cummings Rule, oral modifications are valid if they relate to how a contract is performed, not its essential terms.
  • Courts may enforce handshake agreements when one party reasonably relies on the promise, as in land swap or construction cases.
  • Emails, texts, and electronic signatures can satisfy the Statute of Frauds if they contain essential contract terms.
  • Oral contracts require proof of the basic elements: offer, acceptance, and consideration.
  • Some agreements—such as real estate sales, contracts lasting over a year, and certain commissions—must be in writing to be enforceable.
  • Massachusetts courts have upheld oral agreements in real estate and agency contexts, including disputes over broker commissions.

Oral contract Massachusetts are legally enforceable depending on the contract type. In Massachusetts, if the contract falls under the statue of frauds, the contract must be written. Oral modifications that affect the basic foundation of the contract should be put in writing to be valid. However, there are exceptions if the oral modifications reference how the contract actions should be performed. This exception is possible due to the Cummings rule.

The Cummings Rule

The statute of frauds is a law that states which contracts must be in writing to be enforced. Based on this understanding, it would be assumed that modifications made to a contract must also be written. However, this is not always the case due to what is known as the Cummings rule. Under this rule, if the modification is directed to how the contract is performed, it can be oral. If the modification is related to the substance of the contract, it must be in writing.

An example of the Cummings rule would be if a buyer requested an extension on the closing date of a real estate contract. If the seller and buyer verbally agree, the new date is now valid. If the seller attempts to say the contract is no longer valid, they would not be correct and would need to complete the closing on the verbally agreed upon date.

Basic Requirements for an Oral Contract

Even though oral contracts may be valid in Massachusetts, they must still include the essential elements of any enforceable agreement:

  • Offer: One party must clearly propose the terms.
  • Acceptance: The other party must agree to those terms without significant changes.
  • Consideration: Something of value must be exchanged, such as money, services, or property.

Without these elements, a Massachusetts court is unlikely to recognize the agreement as binding.

Hand-Shake Land Swap Agreement

In a case involving two landowners, an agreement was made for one owner, named Hurtubise, to complete a land swap with the other, named McPherson. The agreement was confirmed with a handshake. The land swap was made in order for Hurtubise to build a structure on the property acquired. After the agreement was made, Hurtubise spent time and money building a new structure. During this time, McPherson was observed at the building site during the seven to eight weeks of construction. There were never any objections by McPherson.

At the completion of the structure, McPherson objected to the new structure and the land swap. McPherson offered to settle the dispute if Hurtubise paid him a fee of $250,000. When Hurtubise refused to pay the fee, McPherson reported the new structure to the local building commissioner. The commissioner revoked the building permit and ordered Hurtubise to not occupy the new structure. When McPherson threatened to tear down the structure Hurtubise filed a suit to enforce the handshake agreement.

While most real estate contracts must be in writing and should be signed under the statute of frauds, the court found in favor of Hurtubise. The judge noted that McPherson made no attempts to stop construction of the new structure or complain about the location of the structure. Due to the lack of complaint, McPherson lost his right to say the handshake agreement wasn't valid. It was also deemed that the $250,000 was out of range of the structures actual cost of $39,690. The judge did enforce the completion of the land swap.

Statute of Frauds in Massachusetts

The Massachusetts Statute of Frauds requires certain contracts to be in writing, including:

  • Agreements for the sale of land or real estate.
  • Contracts that cannot be performed within one year.
  • Promises to pay another person’s debt.
  • Agreements involving marriage settlements.

If an oral agreement falls into one of these categories, it will generally not be enforceable unless there is an exception, such as partial performance (where one party has already acted in reliance on the agreement).

Electronic Communication and the Statute of Frauds

The increase in emails and text messages has brought up the question of whether those types of communication can constitute the creation of a legally binding agreement. In Massachusetts, if the communication includes the necessary elements, it will be seen as a viable written contract under the statute of frauds.

Massachusetts legal precedence has shown that if the emails between a buyer and seller specifically address provisions of a contract, it will be seen by the statute of frauds as a legal contract. The provisions will include:

In addition, if there are a series of emails related to the purchase of a particular property, they may be seen as a contract when combined together and are considered a single instrument. This is only possible when all terms of the contract are present and have been authenticated by the signature of the parties.

With the increase in electronic communication, the law has been updated to validate what constitutes a legal signature. The Uniform Electronic Transaction Act confirms that an electronic signature is legal. This does not just cover a copy of the signature. The law states that the signature can be as basic as a name at the end of an email.

Proving an Oral Contract in Court

Because oral contracts often lack written evidence, proving them in court can be challenging. Courts may rely on:

  • Witness testimony confirming the agreement.
  • Actions or conduct of the parties showing reliance on the contract.
  • Electronic records like emails, texts, or invoices demonstrating terms.
  • Partial performance, such as making payments or delivering goods.

Judges often consider the credibility of witnesses and whether the parties’ conduct is consistent with the claimed agreement.

Oral Contracts and Real Estate Commissions

Massachusetts courts have addressed oral contracts in the real estate industry, particularly in commission disputes. In one case, an agent successfully claimed commission based on an oral buyer’s agency agreement. The court held that the agent’s services and the client’s reliance created an enforceable obligation, even without a signed contract.

This shows that while most real estate sales contracts must be written, oral agreements related to brokerage services may still create enforceable commission rights.

Frequently Asked Questions

  1. Are oral contracts enforceable in Massachusetts?
    Yes, most oral contracts are enforceable, but agreements involving land, long-term obligations, or debt guarantees must be in writing under the Statute of Frauds.
  2. What is the Cummings Rule?
    The Cummings Rule allows oral modifications if they relate to how a contract is performed, but changes to essential terms must be in writing.
  3. Can text messages count as a contract in Massachusetts?
    Yes. If texts or emails include essential terms (price, parties, obligations) and show intent to be bound, they can satisfy the Statute of Frauds.
  4. How can I prove an oral contract in court?
    Proof often comes from witness testimony, written records like emails, or evidence of partial performance such as payments or services rendered.
  5. Are real estate broker commissions enforceable through oral agreements?
    Sometimes. Courts have upheld commission claims based on oral agency agreements when an agent provided services and the client relied on them.

If you need help understanding an oral contract massachusetts, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.