Is A Text Message A Legal Document

Key takeaways:

• Recognize that text messages can create legally binding contracts when they contain four essential elements: a clear offer, explicit acceptance, consideration (exchange of value), and demonstrated intent to be bound by the agreement.

• Use protective language like “subject to contract” or “this is not a binding offer” during text negotiations to prevent casual discussions from becoming unintended legal obligations before you’re ready to commit.

• Preserve all text message conversations that involve potential agreements by taking screenshots and storing them securely, as these messages serve as critical evidence if disputes arise and deleting them doesn’t invalidate the contract but eliminates your proof of its terms.

• Avoid relying on text messages for complex agreements, contracts subject to the Statute of Frauds (such as real estate sales), or high-stakes deals, and instead use formal contract management platforms that provide proper documentation, audit trails, and legal protection.

Text messages can function as legally binding contracts when they contain the essential elements required by law. The ESIGN Act, enacted to facilitate the use of electronic records and signatures, and state electronic signature laws recognize digital communications, including text messages, as valid legal documents under specific conditions. This means your casual text exchange could create enforceable legal obligations if it includes an offer, acceptance, consideration, and clear intent to be bound by the agreement.

The short answer is yes—under certain conditions. Text messages can be legally binding contracts if they meet the same fundamental requirements as any traditional agreement. But the details matter, and the line between a casual conversation and an enforceable deal is thinner than you might think. Let’s walk through what the law says, what the courts have decided, and what you should actually do to protect yourself.

What law makes a text message a legal document?

The Electronic Signatures in Global and National Commerce (ESIGN) Act establishes the legal framework that makes text message contracts possible. This federal law grants electronic agreements the same legal weight as traditional paper contracts, stating that a contract or signature may not be denied legal effect or enforceability solely because it is in an electronic form.

Text messages qualify as valid contracts when they demonstrate clear assent and proper notice. Clear assent occurs when someone explicitly agrees through actions like texting “I accept” or “Yes, I agree to these terms.” Legally, this action qualifies as an electronic signature, which the ESIGN Act defines as an electronic sound, symbol, or process adopted by a person with the intent to sign the record. Proper notice means the contract terms are accessible, such as through a link sent via text or displayed during the agreement process.

Four essential elements must be present for any contract, including text-based agreements:

• Offer: One party proposes specific terms

• Acceptance: The other party agrees to those exact terms

• Consideration: Both parties exchange something of value

• Capacity: All parties have legal authority to enter contracts

When these elements exist in text message exchanges, courts recognize them as enforceable legal agreements.

Requirements for a valid text message contract

Now let’s get into the specifics. Text messages become binding contracts when they contain the same fundamental elements as any traditional agreement. The format doesn’t matter—what matters is the substance. Here’s what you need:

• Offer: One person has to make a clear offer. Something like, “I’ll sell you my 2022 pickup truck for $35,000.” It can’t be vague.

• Acceptance: The other person has to clearly agree to that offer. A simple “I accept your offer” or “Deal” usually works. A thumbs-up emoji? We’re getting into tricky territory, but some courts have said that counts.

• Consideration: This is just a legal term for what each party is giving up. One person gives up the truck, the other gives up $35,000. Both sides have to have some skin in the game.

• Intention to be legally bound: Both people have to understand they’re making a serious, enforceable agreement. If you’re just joking around or spitballing ideas, that’s not a contract. The language used should show you both intended to be bound by the terms.

If your text message thread has all four of these elements, you’ve likely got a contract on your hands, whether you meant to or not.

Text messages as contracts: case law

The courts have been dealing with text message contracts for years now, and the cases show just how seriously they take these digital agreements. One landmark case that really demonstrates this is from 2016.

In St. John’s Holdings, LLC v. Two Electronics, LLC, the Massachusetts court had to decide whether a text message exchange could create a binding real estate contract—the kind that traditionally requires formal written agreements.

Here’s what happened: St. John’s Holdings (SJH) wanted to buy a building from Two Electronics. They’d been going back and forth through brokers, with SJH sending unsigned letters of intent (LOIs) that didn’t include the changes the seller wanted. Then on February 3, 2016, Two Electronics’ broker sent a text to SJH saying the owner was interested in selling, but SJH had to make the requested changes to the LOI, sign it, and include a check for the agreed amount. By the time SJH followed through, Two Electronics had already sold the building to someone else.

The Massachusetts Land Court initially ruled that the text message and LOI were enough to satisfy the writing requirement of the Statute of Frauds—a significant decision since real estate contracts are required under state contract law to be written. This would have established that text messages are legally equivalent to bilateral contracts written on paper. While a later ruling reversed this decision because the realtor didn’t have the authority to bind the seller, the court’s analysis of the February 3 text exchange as a potentially valid contract shows how seriously courts treat these digital communications.

When text messages are not sufficient

Just because you can make a contract over text doesn’t mean you always should. There are times when a text message just won’t cut it, either legally or practically.

• Contracts that require a formal writing (Statute of Frauds): Some types of agreements legally have to be in a formal written contract. This varies by state and often includes real estate sales and other agreements covered by the Statute of Frauds. The ESIGN Act itself does not apply to certain records, including those for wills and testamentary trusts, divorce, and official court orders, meaning a text might not satisfy these requirements.

• Lack of clear terms: If your text exchange is a jumbled mess of typos, slang, and emojis, it’s going to be hard to prove what you actually agreed to. Courts need to see definite terms. If it’s not clear, it’s not a contract.

• Authentication and identity issues: How do you prove who was on the other end of that text? Phones can be lost, stolen, or used by someone else, a risk highlighted by the historical rise of on-line fraud and deception. For high-stakes deals, proving the identity of the person who texted “I agree” can become a real problem.

• Complex agreements: If you’re negotiating a multi-page MSA with indemnification clauses and liability caps, a text message is the wrong tool for the job. These agreements typically involve legal teams 85% of the time and take an average of 50 days to execute, according to The 2025 Contracting Benchmark Report, a level of detail that a quick text exchange simply cannot support.

For anything important, moving the conversation to a proper contract platform isn’t just good practice—it’s how you protect the business.

Should you use a text message as a legal document?

So what does all this mean practically? The key takeaway from cases like St. John’s Holdings is that courts will enforce text-based agreements when they contain the essential contract elements. As the court explained, “an enforceable agreement requires (1) terms sufficiently complete and definite, and (2) a present intent of the parties at the time of formation to be bound by those terms.”

This principle applies whether you’re dealing with unilateral contracts (where only one party makes a promise) or bilateral contracts (where both parties exchange promises). The format doesn’t change the fundamental requirements—but it does mean you need to be extra careful with your words.

Protecting yourself during text negotiations: Use protective language when discussing potential agreements via text. Include phrases like “subject to contract” or “this is not a binding offer” during preliminary discussions. This language signals that you’re negotiating terms rather than creating immediate legal obligations.

Why this matters: Without protective language, your negotiation texts could be interpreted as binding offers or acceptances, potentially creating unintended contractual obligations before you’re ready to commit.

“The writing need not be a formal contract, but the terms of the writing must be sufficiently complete and definite and the writing must reflect a present intent of the parties at the time of formation to be bound,” the court said.

Best practices for text-based agreements

If you find yourself making an agreement over text, there are a few things you can do to protect yourself and avoid confusion down the road. Let’s be practical here.

• Use clear and unambiguous language: Avoid slang, jokes, or emojis that could be misinterpreted. Instead of “k,” write “I agree to the terms.” Be explicit about what you’re offering and what you’re accepting.

• Confirm the identity of the other party: If you don’t know the person well, make sure you know who you’re texting with. A quick, “Just to confirm, this is Jane Doe?” can save you a headache later.

• Preserve the conversation: Don’t delete the text thread. Take screenshots and save them somewhere secure, like in your contract repository. This is your evidence if a dispute ever comes up.

• Use “subject to contract” for negotiations: If you’re just discussing terms and don’t intend to be bound yet, use the phrase “subject to formal contract.” This makes it clear that the texts are just negotiations, not the final deal.

• Know when to move on: For any deal that involves significant money, risk, or complexity, use text messages to set up a meeting, but finalize the deal in a real contract management platform. It’s the only way to have a proper audit trail and a single source of truth.

Managing text message contracts and digital agreements

Here’s the thing about text message contracts—they’re legally binding, but they’re also a nightmare to track and manage alongside your formal agreements. If you’re running a business, you need to know about all your contractual obligations, whether they’re in a signed PDF or buried in a text thread from three months ago.

Modern businesses need systems that can track obligations and deadlines across all communication channels. This visibility is essential, considering organizations typically lose five to nine percent of annual revenue due to poor contract management, according to The 2025 Legal Operations Field Guide. Digital contract management platforms help legal teams maintain visibility into all contractual commitments, regardless of format. These tools centralize contract data, automate compliance tracking, and ensure nothing falls through the cracks—whether it’s a million-dollar enterprise agreement or a text-based vendor commitment.

Ready to get control of all your contracts, from texts to enterprise agreements? Request a demo today to see how Ironclad helps legal teams manage contracts across all formats and channels.

Frequently asked questions about text message contracts

Is a text message quote legally binding?

Yes, a quote sent via text can be legally binding if the other party accepts it and all the other elements of a contract—consideration and intent to be bound—are present. If you send a text saying, “I can paint your fence for $500,” and they reply, “Great, you’re hired,” you likely have an enforceable agreement.

Does an agreement through text hold up in court?

Absolutely. Courts have consistently ruled that agreements made via text message are enforceable as long as they meet the fundamental requirements of a valid contract. The challenge isn’t whether a text can be a contract, but rather proving the terms and intent from the conversation history.

Can emojis or reactions create binding contracts?

This is an evolving area of law, but the answer is increasingly yes. A Canadian court recently ruled that a thumbs-up emoji (👍) constituted acceptance of a contract. The court looks at the context to understand what the emoji was intended to mean. It’s a good reminder to be careful with how you react to offers, as it could be interpreted as a binding acceptance.

What happens if I delete the text messages?

Deleting the text messages doesn’t invalidate the contract, but it does destroy your evidence of it. The agreement still technically exists, but you’ll have a much harder time proving its terms in court. The other party might still have their copy, which could be used as evidence against you. It’s always best to preserve any conversation related to an agreement.

Are there contract types that can never be done by text?

Yes. While many simple contracts can be formed via text, certain types of agreements are required by law (under what’s known as the Statute of Frauds) to be in a more formal, signed writing. This often includes contracts for the sale of real estate, wills and trusts, and contracts that cannot be performed within one year. The ESIGN Act also excludes specific notices, such as those related to the foreclosure on a primary residence or cancellation of life insurance, making a text message insufficient for these actions.

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Ironclad is not a law firm, and this post does not constitute or contain legal advice. To evaluate the accuracy, sufficiency, or reliability of the ideas and guidance reflected here, or the applicability of these materials to your business, you should consult with a licensed attorney. Use of and access to any of the resources contained within Ironclad’s site do not create an attorney-client relationship between the user and Ironclad.