Are verbal business agreements enforceable in Ontario?

Verbal (oral) contracts are generally enforceable in Ontario for most types of commercial agreements, provided the essential elements — offer, acceptance, and consideration — are present. The fact that nothing is written down does not automatically make a deal unenforceable.

The major practical problem is proof. If a dispute arises, both sides are likely to disagree about exactly what was said, and without written records you are left with conflicting testimony. Courts do consider emails, text messages, invoices, and other conduct as evidence that an agreement existed and what its terms were, but this reconstruction is expensive and uncertain.

Certain contracts must be in writing to be enforceable at all. In Ontario, agreements for the sale or transfer of land, guarantees of another person's debt, and contracts not performable within one year all require written form under the Statute of Frauds.

Outside those categories, relying on a handshake deal for significant business transactions is a significant risk. Even a brief written summary of agreed terms — confirmed by email — provides far better protection than a purely oral understanding.