CIV § 1622

Oral contracts unless statute requires writing - CIV §1622

Oral contracts are valid in California unless a statute requires them to be in writing. CIV § 1622 states the general rule.

Official text CIV § 1622 — California

All contracts may be oral, except such as are specially required by statute to be in writing.

Text as published in the 2026 snapshot of the code.

Source: Vaquill Open US Law, compiled from official state publishers (huggingface.co), reproduced under license CC BY 4.0.

Read this provision at the official source →

What it actually says

Section 1622 is nine words of principle: all contracts may be oral, except such as are specially required by statute to be in writing. It sets the default the other way round from how most people assume. A handshake deal, an agreement reached over the phone, an arrangement worked out in a group chat — none of these is invalid for want of a signed document. Writing is the exception, and it has to come from a statute.

The word "specially" matters. A contract does not fall outside this section because it is important, because it is worth a lot of money, or because it would obviously have been sensible to write it down. It falls outside only where a statute expressly requires writing for that kind of agreement. The main list is § 1624, the statute of frauds: agreements not to be performed within a year, promises to answer for another's debt, leases longer than a year and sales of real property, real estate agency and commission agreements, agreements not to be performed in the promisor's lifetime, assumptions of mortgage debt, and certain large non-consumer loan commitments. Other statutes add their own requirements for particular transactions.

What § 1622 gives with one hand it does not help with on the other: an oral contract is valid, and it is also considerably harder to prove. The dispute in these cases is almost never about validity; it is about what the terms were, and it is decided on messages, invoices, part performance, payments and the parties' conduct. Section 1698 then governs whether an oral agreement can change a written one. Whether a particular agreement had to be in writing, and what evidence would establish it, is worth checking with a lawyer.

When it applies

  • A verbal agreement to do work that the other side now denies making
  • A deal reached in text messages with no formal contract
  • A loan between friends agreed over the phone
  • A price agreed on the doorstep that the tradesman now disputes
  • The other side saying nothing is binding without a signed contract
  • A supply arrangement that ran for years on a handshake

What this section does not say

  • It does not make an oral contract easy to prove. Validity and proof are different problems, and the second is where these disputes are actually decided.
  • It does not override the statute of frauds. Section 1624 lists agreements that are invalid without a writing subscribed by the party to be charged, and this section defers to it.
  • It does not help where a written contract already exists. Whether a later oral agreement changes it is governed by § 1698, and what earlier talk survives the signing is governed by § 1625.
  • It does not say what the terms are. A contract that may be oral still needs the essentials — consent, a lawful object, consideration and capable parties.
  • It does not extend the time to sue. The limitation period for an oral contract is shorter than for a written one under the Code of Civil Procedure.

Worked examples

Invented situations, written to show how the wording bites. They are not real cases, not judgments and not precedent, and nothing here predicts what would happen in yours.

Illustrative example

Two people agree over coffee that one will supply the other's shop with baked goods each week at a set price per tray. It runs for two years on invoices and bank transfers, and then the shop owner says there was never a contract and stops paying for the last three deliveries.

How the wording applies

Section 1622 makes the agreement valid even though nothing was signed, so the argument is about proof rather than validity. What it turns on is the two years of invoices at a consistent price paid without query: conduct of that kind evidences the terms far better than either side's recollection of the conversation.

How the parties settled it

The shop pays for the three delivered batches at the invoiced price, and the two of them put the arrangement, including a notice period, into a one-page written agreement going forward.

Illustrative example

One friend lends another money for a car repair, agreed on the phone to be repaid within six months. Nothing is written down, and after a year the borrower says it was a gift.

How the wording applies

An oral loan is a valid contract under section 1622, so the question is what was agreed rather than whether anything was. It hinges on the contemporaneous record: a transfer reference, a message about repaying, or a first instalment paid and then stopped, any of which is far stronger than the word gift offered afterwards.

How the parties settled it

The borrower repays the principal by an agreed instalment schedule with no interest, and both confirm in writing that nothing further is owed once the last instalment clears.

That's the law. Now let's settle your problem.

Say what is happening. A neutral mediator hears your side and the other party's, and walks you both to a written agreement. In the advanced settings you can ask for the decision to be reasoned on the California Codes.

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Or open a session directly and invite the other party.

We copy this text from the official publisher and re-check it against that source on every page load, but we cannot guarantee it is complete, current or free of error, and we accept no liability for any reliance on it. An amendment can take effect before a consolidation catches up. The publisher's own copy is linked below; where the two differ, it is the official one that counts.

This page reproduces the text of CIV § 1622 in force at the date shown and explains it in general terms. It is not legal advice and takes no account of the circumstances of your case, which can change the answer completely. For a live dispute, for limitation periods, and before taking any step in court, consult a qualified lawyer in California.

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