How to make a contract: write it, sign it, keep the proof

To make a contract, you need two parties who agree on the same terms, something of value moving each way, and people with the legal capacity to sign. Then you write those terms down clearly enough that a stranger could enforce them. That's the legal core of how to make a contract in the US. The rest is detail, and the detail is where deals fall apart.

Most people who look up how to write a contract agreement are drafting a service job, a sale or a freelance project. This guide follows the order the work happens in: the legal test, eight drafting steps, the clauses, signing, and what you do once it's signed. Don't want a blank page? Chaindoc's template library has service, NDA, employment, vendor, web development and lease contracts you can edit.

So what makes a contract legally binding? A contract is a promise the law will enforce, and US courts look for the same ingredients everywhere. The elements of a contract are usually listed as five:

• Offer. One side proposes definite terms: what, how much, by when. "I'll redesign your site for $4,000, delivered by March 1" is an offer. "Let's work together on the site" isn't.
• Acceptance. The other side agrees to those terms as they stand. Change the price in your reply and you haven't accepted anything. You've made a counteroffer, and the first offer is gone.
• Consideration. Each side gives or promises something of value. The Legal Information Institute at Cornell defines it as the mutual exchange of promises or obligations. A promise to pay for work that's already finished, made after the fact, usually fails this test.
• Capacity: a contract signed by a minor can usually be undone by the minor, and the same goes for someone who couldn't understand what they signed. A person signing for a company needs authority to bind it.
• Legality, which is the easy one. A contract to do something unlawful isn't enforceable, however well it's drafted.

Courts also want the parties to have meant it. "I'd sell you my car for ten bucks" over dinner has an offer and a price, and it still fails on intent.

Here's what most guides skip: none of those five needs paper. A spoken deal can tick every box. Writing adds proof, and in a few categories the law makes writing a condition. If you're not sure whether your document has crossed from agreement into contract, our piece on when an agreement becomes a contract works through letters of intent and "subject to contract" drafts.

Usually not. An oral contract with all five elements is a contract. The exception is a set of rules called the statute of frauds, found in some form in every state's law. They don't make an unwritten deal illegal. They make it unenforceable in court unless there's a writing signed by the person you're trying to hold to it.

New York's version is typical. General Obligations Law § 5-701 makes an agreement void without a signed note or memorandum if it can't be performed within a year, if it's a promise to answer for someone else's debt, or if it's made in consideration of marriage. Land sits under separate sections in most states. For goods, the Uniform Commercial Code draws a dollar line: under UCC § 2-201, a sale of goods for $500 or more "is not enforceable" without a writing signed by the party you're suing.

That writing doesn't have to be a formal contract. A signed purchase order or a confirming email can be enough, though under § 2-201 the deal is only enforceable up to the quantity the writing states.

Fair warning: the categories are narrower than people think, but the proof problem isn't. An oral deal you can't prove is worth about as much as one you never made.

A clause has one job: to answer a question before anyone has to ask it. Who owns the code? What happens if the shipment is late? Can either side walk away, and on how much notice? If the text doesn't answer, a judge applies default rules, and they rarely match what either side assumed.

You don't need every clause in every contract. A two-page freelance agreement can skip indemnities that a software licence needs. Still, these ten cover most business deals, and the third column is the usual way each one goes wrong.

Contract writing is mostly rewriting. Under the common law's mirror image rule, an acceptance has to match the offer; a reply that changes a term is a counteroffer, and the Legal Information Institute notes that the rule no longer applies where the Uniform Commercial Code governs. For goods, UCC § 2-207 lets a clear acceptance form a contract even when it adds terms. Between merchants those extra terms can become part of the deal unless they materially change it or you object. That's the battle of the forms, and it's why a purchase order and a sales confirmation, each with its own small print on the back, can produce a contract neither side quite wrote.

The practical answer is version control. Give every contract draft a number and a date. Answer each redline in writing, accept or counter, and don't let a change slide through in a phone call. Then sign one final file, not "the version from Tuesday with Maria's edits".

A surprising number of contract fights aren't about a bad clause at all. They're about which draft was final.

There are three common routes, and plenty of people use more than one.

Make a contract from a Word or Google Docs template

Free and familiar. What goes wrong is what nobody sees: a template written for another state or country, clauses that don't fit your deal, tracked changes left in the file, and no record of who signed which version. A template saves typing, not thinking. Whoever fills it in still has to do steps 1 to 7.

An e-signature service such as DocuSign

A DocuSign contract is still the contract you wrote. Services like DocuSign take your file, collect signatures and keep a record of the signing. The e-signature step changes how a contract is executed and stored, not what it says.

Chaindoc, from template to signature

In Chaindoc you either start from a template and edit it in the browser, or upload a draft you wrote elsewhere. Either way you create the document in Chaindoc and send it for signature from the same place, and earlier versions stay in the document's history. The Free plan covers 5 signatures a month and doesn't ask for a card. Honestly, the tool matters less than the drafting: any of the three routes produces a valid contract if steps 1 to 8 were done properly.

A contract is only as good as the signature on it, and the signature is only as good as the signer's authority. When a company signs, the signature block should show the person's name, title and the company they sign for, plus the date. If the other side's signer isn't an owner or an officer, it's fair to ask how they're authorized.

Electronic signatures

Under 15 U.S.C. § 7001, part of the federal Electronic Signatures in Global and National Commerce Act (ESIGN), a contract can't be denied legal effect solely because an electronic signature or record was used to form it. The Uniform Electronic Transactions Act (UETA) does the same at state level. Two limits are worth knowing. ESIGN doesn't cover wills, adoption, divorce and other family-law matters, court documents and some consumer notices (15 U.S.C. § 7003). And an electronic contract can be denied effect if the parties entitled to keep it can't retain and accurately reproduce it, which is one more reason to send every signer the final file.

Signing order and identity

In Chaindoc a normal request goes to all signers at once. If signers must go in a fixed order, approval routes on the Business plan handle that. For a high-value deal you can add an optional identity check (KYC) for a signer on paid plans.

What the record proves

Chaindoc hashes the file when it's uploaded, writes the version's hash to a public blockchain when you publish it, and records each signer's proof when signing is complete. That lets you show later that the signed file is the one that was sent, and when it was signed. It won't prove the terms were fair or that the signer had authority, so the paragraphs above still matter. Our guide to what an audit trail records covers the rest.

Signing starts the contract's life; it doesn't end your work on it. Changes go in writing, signed by both sides. For goods, UCC § 2-209 lets a signed agreement rule out any change except by signed writing. Outside the UCC, courts don't always enforce that kind of clause, which is a good reason to keep every change in a signed document anyway. Our guide to adding terms with an addendum explains when an addendum is enough and when you need an amendment.

Keep the signed contract for its whole term plus your state's limitation period for written contracts. Renewal and notice dates go in a calendar the day you sign, because the contract won't remind you. And if the other side stops performing, the steps in our breach of contract guide start with the documents in the right-hand column below.

Run through this before you send anything for signature:

1. 1.
   Could a stranger tell, from the text alone, who owes what to whom and by when?
2. 2.
   Parties: full legal names, and signers who can bind their company.
3. 3.
   Consideration runs both ways, and the price is a number.
4. 4.
   Is this one of the deals the statute of frauds wants in writing? Then it's signed by the party you'd have to sue.
5. 5.
   Vague words replaced with numbers or a named decision-maker.
6. 6.
   Termination, liability, IP and governing law are all there, not just price and scope.
7. 7.
   Every party ends up with the same final, signed file.

If every line checks out, you know how to make a contract that will hold up for an ordinary business deal.