You agreed on a building, or signed a letter that left the price open, and now the other side is backing out. Can you still hold them to it?
In most cases, a commercial property deal in Florida needs to be in a signed writing before a court will enforce it.
Short Answer: Does a Florida Commercial Property Sale Have to Be in Writing?
A sale of commercial land or a building generally needs a signed writing to be enforced in court. Two statutes come up, and they do different jobs.
Fla. Stat. § 689.01 governs how an estate or interest in real property is created or transferred. Fla. Stat. § 689.01 reads: “unless by will and testament, or other testamentary appointment, duly made according to law; and no estate or interest, either of freehold, or of term of more than 1 year, or any uncertain interest of, in, to, or out of any messuages, lands, tenements, or hereditaments, shall be assigned or surrendered unless it be by instrument signed in the presence of two subscribing witnesses by the party so assigning or surrendering, or by the party’s lawfully authorized agent, or by the act and operation of law; provided, however, that no subscribing witnesses shall be required for a lease of real property or any such instrument pertaining to a lease of real property.” It calls for a written instrument, signed in the presence of two subscribing witnesses, for an interest of freehold or a term of more than 1 year.
The statute of frauds, section 725.01, is the rule that usually reaches a contract to sell. The Florida Supreme Court has explained that application of the Statute of Frauds is a matter of legislative prerogative, and that the judicial doctrine of promissory estoppel may not be used to circumvent its requirements (DK Arena decision).
Your own signature alone usually won’t bind the other side.
Not sure what your next step is?
Talk it through with our team — we can walk you through how a situation like yours is usually handled and what your options are.
Which Commercial Real Estate Agreements the Statute Covers
A commercial lease for more than one year falls under the writing rule for real property.
Leases get one special rule. The statute says no subscribing witnesses are required for a lease of real property or for an instrument pertaining to one (Fla. Stat. § 689.01). A lease still needs a signature from the right party, though.
Easements and similar interests in land fall within the same broad language about any interest “in, or out of” land.
Part I of Chapter 83 covers nonresidential tenancies and all tenancies not governed by Part II (Fla. Stat. § 83.001). When a tenant refuses to give up possession of the premises at the end of the lease, the landlord may demand double the monthly rent (Fla. Stat. § 83.06).
What Counts as a Writing Under the Statute
A writing counts when it is signed and states the essential terms of the deal. Signatures can be electronic. Unless otherwise provided by law, Florida law says an electronic signature may be used to sign a writing and has the same force and effect as a written signature (Fla. Stat. § 668.004).
For conveyances, the two-witness requirement can also be met when witnesses are present and electronically sign through audio-video technology (Fla. Stat. § 689.01).
Emails and texts are the harder category. A message can help only if the sender intended it as a signature and it states the deal’s essential terms. Check each message on its own, not as one pile.
Unsigned drafts, redlines and notes are a common gap. If nobody signed the version with the price, it is hard to hold anyone to it.
Partly Written Deals: When the Paper Trail Is Incomplete
A partly written deal is weakest where the missing pieces are essential terms. A common pattern is a signed letter of intent that names the property and a rough price, then leaves the closing date and financing open for later talks.
The Florida Supreme Court has said an oral contract still needs offer, acceptance, consideration and sufficient specification of essential terms (St. Joe decision). Missing terms make it hard to show what each side actually promised.
Sort the terms into two lists. The first is what appears in a signed writing. The second is what was only discussed on calls or over lunch. The second list is where the argument tends to start.
Exceptions a Court May Consider, and Why They Are Applied Narrowly
Exceptions exist, but they have limits. The Florida Supreme Court held that promissory estoppel cannot be used to enforce an oral agreement that the statute of frauds requires to be in a signed writing (DK Arena decision). The court said the statute reflects the legislature’s choice, and promissory estoppel may not be used to get around it.
Promissory estoppel asks a narrower question in other settings: whether a promise was expected to prompt action, whether it did, and whether injustice can be avoided only by enforcing it. The same decision describes that test.
Payments, possession and improvements are the facts people usually point to. Whether they help a claim depends on the facts.
A separate claim can arise if the other side made a promise about future action with no intention of keeping it. Under Frutafino, a promise of future action can be fraudulent if the promisor had no intention of performing (Frutafino decision).
Questions to Review Your Documents Before Acting
Work through every document you have with these questions:
- Who signed each document, and is that person the one you would need to hold to the deal?
- Which essential terms appear in writing, and which exist only in conversation or in unsigned drafts?
- What has each side done under the arrangement, such as payments, possession or improvements, and is it documented?
- Has a dispute started, such as a seller pulling out or a tenant refusing to leave?
Timing matters too. For example, Florida law sets one year to bring an action for specific performance of a contract (Fla. Stat. § 95.11). Check the dates early.
Frequently asked questions
Can a handshake deal for commercial property be enforced in Florida?
Generally not in court when the statute of frauds applies and no signed writing exists.
Does a commercial lease over one year need to be in writing?
Yes, under the writing rule for interests in land with a term of more than 1 year in section 689.01.
Not sure what your next step is?
Talk it through with our team — we can walk you through how a situation like yours is usually handled and what your options are.
Talk Through Your Deal With Ayala Law PA
If one side now refuses to finish a commercial property deal, the papers you already have may matter. Ayala Law PA handles commercial and real estate disputes, and our team can review whether the writing requirement is met for your deal.
Eduardo A. Maura is the responsible lawyer for this page. The firm’s only office is in Tampa, at 1646 W Snow Ave, and it represents businesses in Tampa, Hillsborough County and the Tampa Bay area in Florida courts and arbitration.
Fee terms are explained before you commit to any engagement. Bring your emails, letters, drafts and payment records to a case evaluation with Ayala Law PA, or call (305) 570-2208.
For more on commercial disputes, see the firm’s business litigation practice overview.
