Here is the file, as it usually arrives. A purchase order came in by email from someone whose title you never checked. You scheduled the crew or pulled the stock. Somebody at their dock signed a delivery ticket. You invoiced net 30. They paid the first two invoices, then stopped on the third. Now a controller you have never spoken to says there was never a contract, and asks for the signed agreement.
You go looking, and there isn’t one. Nobody ever signed anything.
A missing signature does not mean you are out of luck. In Texas, a signature is one way to prove an agreement — not the only way, and for most commercial invoices not even the usual way. The real question is narrower: is this the kind of promise that must be in writing at all, and if it is, does something in your file satisfy that requirement or fall inside a written exception?
So stop asking whether they signed. Walk the file.
First question: did you sell goods, or services?
Everything turns on this. A sale of goods is governed by Chapter 2 of the Texas Business & Commerce Code, which has its own statute of frauds at § 2.201. Services, labor, and most everything else fall under the general statute of frauds at § 26.01. Not the same rule. If your invoice covers both, sort the dollars first, and treat which chapter governs a mixed transaction as a question for counsel.
If you sold goods: the $500 line, and the ways past it
Section 2.201(a) is the provision people have heard of. A contract for the sale of goods for the price of $500 or more is not enforceable by way of action or defense unless there is some writing sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by that party’s authorized agent or broker.
The subsection’s second sentence cuts both ways. A writing is not insufficient because it omits or incorrectly states a term agreed upon — so a purchase order with the wrong price is not thereby worthless. But the contract is not enforceable beyond the quantity of goods shown in that writing. Check quantity first. Then read the exits the statute names for itself.
| The exit | What the statute says | Where it shows up |
|---|---|---|
| Price under $500 — § 2.201(a) | The subsection reaches only a contract for the price of “$500 or more” | Small parts orders |
| A writing they signed — § 2.201(a) | “Some writing sufficient to indicate that a contract for sale has been made,” signed by the party against whom enforcement is sought or an authorized agent | A signed credit application or PO |
| Merchants’ confirmation — § 2.201(b) | A confirming writing, sufficient against the sender, received within a reasonable time by a party with reason to know its contents, unless objected to in writing within ten days after receipt | An unanswered order acknowledgment |
| Specially manufactured goods — § 2.201(c)(1) | Goods specially manufactured for the buyer and unsuitable for sale to others in the ordinary course of the seller’s business, where the seller made a substantial beginning of manufacture or commitments for procurement before notice of repudiation | Custom fabrication, private label |
| Admission in court — § 2.201(c)(2) | The party resisting admits in pleading, testimony, or otherwise in court that a contract was made — only up to the quantity admitted | Deposition testimony, verified pleadings |
| Received and accepted — § 2.201(c)(3) | Enforceable “with respect to goods for which payment has been made and accepted or which have been received and accepted” | Delivered product, partial payment |
The last row resolves most delivered-product files. If the goods went out and the customer took them in, the missing signature stops being the issue. Section 2.606(a) defines acceptance: the buyer, after a reasonable opportunity to inspect, signifies the goods are conforming or that it will retain them despite non-conformity; or fails to make an effective rejection; or does any act inconsistent with the seller’s ownership — though a wrongful act of that last kind counts as acceptance only if the seller ratifies it.
Note what partial payment does. Under (c)(3), goods paid for and accepted also escape the writing requirement. That check they sent on the first two invoices is evidence, not just cash.
The ten-day rule that runs against them, not you
Section 2.201(b) is the chapter’s most underused sentence. Between merchants — and § 2.104(a) reaches a person who deals in goods of the kind or otherwise by his occupation holds himself out as having knowledge or skill peculiar to the practices or goods involved in the transaction — a confirming writing you send, received within a reasonable time by a party with reason to know its contents, satisfies the writing requirement against that party, unless it objects in writing within ten days after receipt.
Read that as an operating instruction. The order acknowledgment your system emails automatically may be doing work you never credited it with — find it, and check whether anyone objected.
If you sold services: you are probably arguing about the wrong statute
Section 26.01(a) says a promise or agreement described in subsection (b) is unenforceable unless it, or a memorandum of it, is in writing and signed by the person to be charged or someone lawfully authorized to sign for him. Subsection (b) covers a promise to answer for the debt, default, or miscarriage of another person; a contract for the sale of real estate; a lease of real estate for a term longer than one year; an agreement which is not to be performed within one year from the date of making it; and certain executor, marriage, mineral-commission, and physician promises.
Notice what is not on that list: a contract for services, and any general threshold making large agreements written-only. There is no § 26.01 counterpart to the $500 line in § 2.201. An unsigned services invoice is not caught by the statute of frauds because of its size.
The provision that gets misapplied is (b)(6). People read “one year” and think of the invoice — a year past due, or terms stretching payment beyond twelve months. Read the words again. The provision reaches an agreement which is not to be performed within one year from the date of making it. It speaks to performance, not to the arrival of the money. A job you started in March and finished in May is not a one-year agreement because they are still not paying the following March.
Where (b)(2) does matter is guaranties. If the invoice is against the company but the owner verbally promised to cover it personally, that is a promise to answer for the debt of another person, squarely inside § 26.01(b). Keep the two claims separate — they can have different answers.
What formed the agreement, if not a signature
For goods, § 2.204 is explicit. A contract for sale may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract. It may be found even though the moment of its making is undetermined, and it does not fail for indefiniteness merely because terms were left open, if the parties intended a contract and there is a reasonably certain basis for an appropriate remedy.
The Code also treats the parties’ history as part of the deal. Section 1.201(b)(3) defines agreement as the bargain of the parties in fact, found in their language or inferred from other circumstances, including course of performance, course of dealing, or usage of trade — each defined in § 1.303, which makes them relevant to the meaning of the agreement and lets them supplement or qualify its terms.
Translated into your file: the prior invoices on net 30 that this customer paid without objection are not background color. They are how the agreement is proved.
What proves the account once you are in court
Texas gives an unsigned account a procedural advantage most creditors never use. Tex. R. Civ. P. 185 provides that when an action is founded on an open account or other claim for goods, wares and merchandise — including a liquidated money demand founded on business dealings between the parties, or a claim for personal service rendered, or labor done or labor or materials furnished — on which a systematic record has been kept, and it is supported by the affidavit the rule describes, the claim shall be taken as prima facie evidence, unless the party resisting files a written denial under oath.
Two honest qualifications. The presumption is defeasible: a denial of the account supported by affidavit, in the form Rule 93(10) requires, puts you back to proving the account the ordinary way. And Rule 185 is an evidentiary device, not a cause of action. It is still why a clean ledger beats a signature page — see how a suit on sworn account works.
“A systematic record” is the operative phrase, and it is the part you control right now. Pull these first:
- The purchase order or written approval, and the email chain around it — including who sent it and what their signature block claims.
- Delivery tickets, bills of lading, signed receipts, timesheets, and field reports.
- Your invoices, with dates, terms, and itemization.
- The full payment history, especially any partial payment.
- Every prior transaction with this customer on the same terms.
- Any written acknowledgment of the balance — a promise to pay, a payment plan, an email saying it is in the next check run.
That last one is often sitting in a sales rep’s inbox.
Two things not to over-count
Quantum meruit — a claim for the value of what you provided, rather than on the agreement — is a real alternative theory, and highly fact-specific. Raise it with counsel; it is not an automatic backstop.
And the clock is unmoved by the missing paperwork. Section 16.004(a)(3) of the Civil Practice and Remedies Code sets four years for suit on a debt, and § 16.004(c) applies four years to an action on an open or stated account, accruing on the day the dealings in which the parties were interested together cease. Deadlines differ if your customer sits outside Texas — limitations periods vary by state.
What to do this week
- Classify the invoice. Goods, services, or mixed. Sort the dollars before you argue about either statute.
- If it is goods, run § 2.201 top to bottom. Price, signed writing, merchants’ confirmation, special manufacture, receipt and acceptance. Most delivered-product files end at (c)(3).
- If it is services, stop citing the statute of frauds at yourself. Confirm nothing in § 26.01(b) applies, and keep any guaranty question separate.
- Assemble the systematic record above, in date order, as one package — for demand, for suit, or for an agency.
- Put the balance to them in writing. Mind § 38.002 while you do: attorney’s fees under Chapter 38 require an attorney, presentment of the claim, and that payment of the just amount owed was not tendered before the 30th day after presentment. Section 38.001(b) lists rendered services, performed labor, a sworn account, and an oral or written contract among qualifying claims.
- Decide who works it. Internal calls have a shelf life far shorter than four years — sequencing is in the practical order for collecting unpaid invoices, the Texas rules governing commercial collections, and the step-by-step for a Texas commercial debt.
The customer telling you there was no contract is making an argument, not stating a fact. Often it is wrong on the statute, and the file already answers it.
ASA works unpaid invoice and B2B collection accounts where no one ever signed anything; the fee is agreed before you place anything. Where the answer turns on your documents, a guaranty, or a mixed contract, ask qualified counsel before taking a position with the debtor.
General information for commercial creditors, not legal advice. Laws and deadlines change and depend on the facts — confirm specifics with qualified counsel.