Written Contract Requirements in Tennessee

When clients in Manchester or elsewhere in Tennessee ask whether a contract must be in writing to be enforceable, the short answer is usually not, but sometimes yes. Whether a written contract is required depends on the type of agreement and whether the statute of fraud (or other law) applies.

In many cases, oral agreements are binding; in others, written contracts are essential to enforceability. If you’re unsure whether your agreement needs to be in writing, our business law attorneys can help you determine the best way to protect your interests.

Understanding the Basics: Oral vs. Written Contracts in Tennessee

Under Tennessee law, a valid contract (whether oral or written) generally requires: (1) an offer, (2) acceptance, (3) consideration (something of value exchanged), (4) mutual assent to terms, and (5) legal capacity and lawful purpose.

An oral contract can be enforceable so long as those elements are satisfied, although proving an oral agreement is often more challenging in court. Written contracts, by contrast, provide more unmistakable evidence of terms, which is why many attorneys recommend reducing agreements to writing when feasible.

When Tennessee Law Does Require a Writing

Tennessee’s statute of fraud sets out categories of contracts that must be in writing (or in writing plus a signature) to be enforceable. The relevant provisions appear in Tenn. Code Ann. § 29-2-101 and § 47-2-201.

Here are common types of agreements that must be in writing under Tennessee law:

Contracts transferring an interest in real estate or leases longer than one year
Promises to answer for the debt or default of another (i.e., suretyship)
Agreements made in consideration of marriage (e.g., prenuptial agreements)
Contracts not performable within one year from the date of agreement
Contracts for the sale of goods for $500 or more (under the UCC)

If a contract falls into one of these categories and lacks a sufficient writing signed by the party to be charged, courts may refuse to enforce it.

Exceptions & Equitable Doctrines

Even when a contract falls under the statute of frauds, Tennessee courts sometimes enforce agreements under equitable doctrines. For example:

Part performance: If one party has already taken substantial steps consistent with the agreement (like paying, occupying land, improving property), a court may enforce an agreement despite a lack of writing.
Promissory estoppel: If one party relied to their detriment on a promise, a court may enforce the promise even in the absence of writing.
Admissible writings pieced together: Multiple documents, emails, letters, or notes may collectively satisfy the writing requirement if they sufficiently memorialize the agreement terms and include a signature.

Still, relying on these doctrines is risky; the better path is to ensure you have a properly drafted written agreement in advance.

Key Takeaways for Manchester & Middle Tennessee

No, all contracts do not have to be in writing in Tennessee; oral agreements are valid in many circumstances.
Yes, certain agreements (real estate transfers, surety relationships, long-term contracts, goods ≥ $500, marriage agreements) must be in writing to be enforceable under the statute of frauds.
Even when writing is required, courts may sometimes grant relief under equitable doctrines, but those are exceptions, not the norm.
In practice, putting your agreement in writing, with clear terms and signatures, minimizes risk and strengthens enforceability.

If you have a contract dispute or need help preparing or reviewing an agreement in Manchester or elsewhere in Tennessee, don’t leave your rights to chance. Contact us in Manchester, Tennessee, today for a free consultation. We can help you understand your options, protect your interests, and draft enforceable contracts tailored to your needs.