Does typing up and sending oral conversation make the discussed more legally binding?

I think the oral words discussed without someone taking notes cannot make a strong case to be legally binding or used as prosecution material because no one will remember them and people distrust recall.

  • 5
    Notes (or evidence in general) is only needed if there's a dispute. If there's no dispute about the contract, there's no problem with having no evidence.
    – PMF
    Commented Oct 12, 2022 at 12:44
  • Related: law.stackexchange.com/q/77247/10334
    – Trish
    Commented Oct 12, 2022 at 13:32
  • Allows less evidentiary doubt on basis of poor recollection so only challenge to undermine conversation contents would be disingenuous/biased/selective minutes. Better would be a verbatim transcript or even full recording. Commented Oct 12, 2022 at 15:50

6 Answers 6


An oral contract is (usually) entirely legally binding (exceptions include things like land sales). Written notes do not change that.

The important thing about nearly contemporaneous notes is that if the contract runs into difficulty and you need to litigate, they are likely to be accepted by a court as good evidence of what was agreed. They will be much more difficult for the other party to challenge later (they can be challenged now of course - which is part of why they are considered good evidence of what was agreed).


In the USA, some things require a written and signed contract, other things only require a verbal contract. I don’t think there is a situation where notes of a verbal contract turn it from not binding to binding.

Obviously your written notes make it easy to create a written contract, if that’s what you need.

Where the notes will help is if we have a binding verbal contract, and we don’t agree on the contents of the contract. The notes would give some evidence on the contents.

  • 5
    If I were to post an answer it would be in the same direction of this one (+1). I will only make two remarks: (1) Sending to the counterparty a copy of the notes is helpful for purposes of evidence and credibility. The counterparty's failure to timely dispute the contents of the notes precludes his subsequent allegation [in court] that those are not the terms to which he agreed. (2) Also the statutory law in many other countries, not just in the USA, requires that some types of contracts be in writing. Commented Oct 12, 2022 at 13:28

Allows less evidentiary doubt on basis of poor recollection so only challenge to undermine conversation contents would be disingenuous/biased/selective minutes. Better would be a verbatim transcript or even full recording.

As a question of law the conversation is legally binding. As a question of fact what was said would need to be proved.



First, a conversation is not a legal process - so it's unclear what you mean by "legally binding".

Now, there could be reasons why what was said in a conversation is legally important and might be something that someone would want to introduce into evidence in a legal proceeding.

However, on their own, personal notes are hearsay - out-of-court statements that were not made under oath - and are prima facie inadmissible. The testimony of what was said at the meeting by one or more of the participants who are available for cross-examination is admissible evidence if relevant. That testimony is the primary evidence of what was discussed.

Now, if there is a dispute over what was discussed, contemporaneous notes may help the trier of fact to decide which version they believe, if deemed admissible, but they are only one of many factors considered. However, because they only have one author, while they might be a full and accurate record, they could also be a complete work of fiction. They could also be post-hoc forgeries - i.e. not actually created at the same time - the onus is on the person seeking to introduce them to prove they are what they purport to be.

Formal minutes of the meeting that are distributed and, preferably, accepted as a true and accurate record, are better because they fall under the business records exemption to the hearsay rule if that is the normal practice of the organisation. Even better if the participants sign them.

Similarly, writing the notes and circulating them, by email for example, improves their veracity because it creates a verifiable timestamp and gives other parties the opportunity to disagree with the author's version while the memories are still fresh.

  • Personal notes of oral conversations are not inherently hearsay. They are admissible evidence of what was said, if the contents of the conversation are the facts whose truth are to be determined. Any assertions of fact within those conversations are what the notes would only relate to as hearsay.
    – Will
    Commented Oct 14, 2022 at 9:39

Notes about a discussion can serve as evidence for what was said.

Alice and Bob meet and discuss business. In between talking about their recent growth and ordering a pizza, they discuss a sale of goods between each other and agree to a price. The actual oral contract is ephemeral, only held down in the memories of the two contracting parties.

Alice has the habit to write down business discussions in the evening, Bob doe not. A week later they meet again and Bob doesn't remember the contract. The discussion comes to court.

Let's for simplicity's sake assume the parties meet in small claims. There's no jury, there are only the two parties and the judge. Alice brought her notes, Bob can of course not. Judge the credibility of the two:

Judge: "Bob, you allege what again?"

Bob "Uh... We met, talked stuff about our companies and had drinks. Oh, and a pizza. Salami I think. I don't remember any sales. I remember beer and Pizza."

Judge: "Alice?"

Alice "I took a note. Let's see... here. I had agreed to put some boxes of the widgets aside for Bob if he gives me that amount. We didn't put it in writing that night because Bob had two Tequila, and a Pilsner while I had a Lager as we waited for our Sucuk pizza. Here's the receipt for the pizza and the bar tab as well as the notes, your honor."

Now, who would you believe? Bob, or Alice? Here the weight of notes is that they allow for keeping the narrative straight and offer details that bolster the credibility. In this case, they also match up with other evidence, which gives them more credibility. The notes don't replace the contract, they just evidence some of the contents, very akin to a receipt at the baker for a custom cake.


"More legally binding" is nonsense.

Things are either legally binding or they aren't. Degrees/percentages here are not possible.

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