Va. Cir.: “Unsigned” contract qualifies for 5-year limitations period

The material terms of the parties’ contract for services were committed to writing in daily sales tickets and an invoice for hours of services performed. Absent additional conditions agreed upon by the parties, an unsigned writing can be a written contract for purposes of determining the correct statute of limitations.

Background

Defendant Wilbur Hale secured a general contract for construction work in Prince George’s County, Maryland. In June 2014, Hale subcontracted with Defendant Hauling Unlimited to provide truck hauling services. Hauling Unlimited subcontracted for the same services with Plaintiff M&C Hauling & Construction Inc.

The contract price was $75 per hour. From June to July 2014, M&C provided over 2,000 hours of debris-hauling services. Written sales tickets were generated daily, reflecting the day’s date and the hours worked on that date. The sales tickets were on Hauling Unlimited letterhead, signed by a project manager with Hale. The hourly rate was committed to writing in an invoice dated August 9, 2014. This invoice reflected hours worked by M&C and was billed to Hale.

In February 2018, M&C sued for breach of contract, alleging that Hale and/or Hauling Unlimited failed to pay $86,456 for 1,152 hours of labor. Hauling Unlimited filed a plea in bar, asserting that the contract is unwritten and/or unsigned and, thus, is time-barred by the three-year statute of limitations.

Unsigned writing

M&C’s breach-of-contract claim is subject to a five-year limitations period, not a three-year period, and is thus not time-barred.

Under Dixon v. Hassell & Folks PC, 283 Va. 456 (2012), if an agreement was written and signed, but one party had expressed some other condition to fulfill before the writing would be a written contract, the writing would not be a written contract so long as that condition was unfulfilled. If the lack of signature makes a contract unwritten per se, it seems unlikely that Dixon would rest on the fact that the existence of a written contract was conditional on the plaintiff’s signature. Dixon leaves open the possibility that an unsigned writing could be a valid written contract, and it distinguishes between the formation of a contract and the formation of a written contract. But it does not create a category of written contracts that are subject to Code § 8.01-246(2) and a category of written contracts that are not.

Here, although there was no signature by Hauling Unlimited, the parties did not make their signatures a condition of the contract being a written one. All the terms of the agreement – including the rate and hours worked – were committed to writing in the daily sales tickets and the invoice. The parties unconditionally assented to these terms.

Thus, under Dixon, this contract is a written contract to which § 8.01-246(2) applies. The applicable statute of limitations is five years, so the complaint is not time-barred.

Defendant’s plea in bar overruled.

M&C Hauling & Constr. Inc. v. Wilbur Hale, Case No. CL18-1632, June 28, 2018. Fairfax Cir. Ct. (White). Craig M. Palik for Plaintiff; Michael M. Hadeed Jr. for Defendant. VLW No. 018-8-059, 4 pp.