Verbal Partnership Agreement Binding?


I have a provisional patent for a product that I have been developing. I had a meeting last weekend with two individuals and we have verbally agreed to form a partnership. The partner who will be responsible for all of the financial responsibilities as well as funding the project is having his attorney draft up a partnership agreement.

After getting to know this individual over the past week I am having serious concerns about moving forward on this. If I decide that I no longer wish to have these individuals as partners is the verbal agreement binding or is nothing really official until a written agreement is signed by all parties?

Contract Equity Legal Partnerships

asked Mar 18 '13 at 08:19
6 points
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  • Not helpful for you now, but for the future: **never** agree on anything without having it written down. At most say "this sounds fair, lets have it written down and finalize then". – Littleadv 8 years ago

4 Answers


Disclaimer; I'm not a lawyer.

A verbal agreement is binding, just as much as a written one is.

However, with a mutually signed written agreement, there is usually not much disagreement on the wording of the agreement. With verbal agreements it may be harder to prove that an agreement was made -- and what the agreement was -- because it's often one persons word against another persons word.

This ambiguity can lead to long and damaging lawsuits.

If you're in a situation where it may be unclear what was agreed, then remember to secure all the evidence that you can -- like emails, instant message chat records, contact information for potential witnesses, etc. Then you should go see good and frank lawyer.

answered Mar 18 '13 at 08:49
Jesper Mortensen
15,292 points


I would say that it is probably not a situation where an oral "agreement" would be binding. I put agreement in quotes because a true agreement probably did not happen.

Oral agreements can be binding. For example, if I say to someone "I will sell you my car for $1000", and they respond "Deal!", then that is likely an oral agreement that could be enforced.

This situation here is different though. It seems that you generally agreed that wanted to form a partnership, but that kind of thing that is not sufficient to create a binding agreement. The difference is that there are so many details to forming a partnership such that it would be damn near impossible to state orally all of those details and agree to them without having them written down. In order to have an agreement (i.e, a contract) the terms of the contract have to be specified. Your discussion likely did not specify all of the details of the proposed partnership and therefore you did not agree on all of the details, and therefore you don't have a binding agreement.

answered Mar 18 '13 at 12:41
1,936 points


Certain agreements must be in writing to be enforceable. Most US states have codified this requirement commonly called the statute of frauds.

Most states also have some precedent on the enforceability of oral partnerships. If you search oral partnerships and statute of frauds in your state, you will probably find some helpful information.

Last, you mention a provisional patent. In addition to the above considerations, an oral agreement concerning a provisional application seems risky. How will you determine who pays the legal and filing fees for the non-provisional application? How will you be compensated? Who will have the rights to any improvement patents? What happens if the patent application is denied?

answered Mar 18 '13 at 20:06
826 points


I'm not sure what you're worried about. Just call up the potential partners and tell them you've changed your mind. It seems extraordinarily unlikely that they would pursue legal action to force you into a partnership against your will.

answered Mar 20 '13 at 06:27
Joel Spolsky
13,482 points

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