I. Introduction

In Philippine law, a contract does not always have to be written to be valid. Many binding agreements are made orally: a promise to sell goods, a loan between friends, a construction arrangement with a contractor, a verbal lease, a commission agreement, or an employment-related undertaking. The central rule is that a verbal agreement may be valid and enforceable if the essential requisites of a contract are present, unless the law requires a specific form for validity, enforceability, or proof.

The difficulty with verbal agreements is usually not validity, but proof. A written contract gives the parties a clear record of their obligations. A verbal agreement depends on testimony, surrounding circumstances, messages, receipts, conduct, partial performance, witnesses, and other evidence. Thus, while Philippine law generally recognizes oral contracts, enforcing them may be harder in practice.

This article discusses verbal agreement enforceability under Philippine law, including the Civil Code rules on contracts, the Statute of Frauds, contracts that must be in writing or public instrument, evidentiary issues, common examples, defenses, remedies, and practical guidance.

II. Basic Principle: Contracts Are Generally Binding Regardless of Form

Under the Civil Code of the Philippines, contracts are perfected by mere consent when one party makes an offer and the other accepts it, provided the essential elements of a contract are present. As a general rule, contracts are obligatory in whatever form they may have been entered into, as long as all essential requisites for validity exist.

The essential requisites of a contract are:

Consent of the contracting parties;
Object certain which is the subject matter of the contract; and
Cause of the obligation established.

This means that, in many cases, a handshake agreement, phone conversation, face-to-face promise, or oral undertaking may create binding legal obligations.

For example, if A verbally agrees to sell 100 sacks of rice to B for a fixed price, and B accepts, the agreement may already be a valid contract of sale, assuming the parties had capacity, the object was determinate, and the price or consideration was certain.

However, this general rule has important qualifications.

III. Validity, Enforceability, and Proof Are Different Concepts

A common misunderstanding is that “not written” automatically means “not valid.” That is not accurate. Philippine law distinguishes among:

1. Validity

A contract is valid when it has the essential elements required by law and is not void, illegal, impossible, simulated, or defective for reasons such as incapacity or vitiated consent.

A verbal contract can be valid.

2. Enforceability

A contract may be valid but temporarily or procedurally unenforceable unless certain legal requirements are met. This is where the Statute of Frauds becomes important.

A contract covered by the Statute of Frauds generally cannot be enforced by court action unless there is a sufficient written note or memorandum, or unless an exception applies.

3. Proof

Even if a verbal contract is valid and enforceable, the party asserting it must still prove its existence and terms by competent evidence.

Proof may include testimony, text messages, emails, receipts, bank transfers, invoices, delivery records, admissions, conduct, witnesses, partial performance, or other circumstantial evidence.

IV. The Statute of Frauds in Philippine Law

The most important limitation on verbal agreements is the Statute of Frauds, found in the Civil Code provisions on unenforceable contracts.

The Statute of Frauds does not generally make the contract void. Instead, it makes certain agreements unenforceable by action unless there is a written note or memorandum subscribed by the party charged, or unless the agreement has been ratified or taken out of the Statute by recognized exceptions.

The purpose is to prevent fraud and perjury in claims involving important transactions that are especially susceptible to false oral assertions.

A. Agreements Commonly Covered by the Statute of Frauds

The following types of agreements generally need to be in writing to be enforceable in court:

1. Agreements that cannot be performed within one year

If, by their terms, the agreement is not to be performed within one year from its making, it falls under the Statute of Frauds.

Example: A verbally agrees to employ B for a fixed term of three years. Since the agreement cannot be fully performed within one year, it generally must be in writing to be enforceable.

However, if the agreement may possibly be performed within one year, even if performance actually takes longer, the Statute may not apply.

2. Special promise to answer for the debt, default, or miscarriage of another

A guaranty or suretyship arrangement is generally required to be in writing.

Example: A verbally tells B, “If C does not pay you, I will pay C’s debt.” This is generally a collateral promise and may fall under the Statute of Frauds.

But if the promisor’s undertaking is original and primarily for the promisor’s own benefit, it may not be treated as a mere guaranty.

3. Agreement made in consideration of marriage, other than mutual promise to marry

Certain agreements made in consideration of marriage require writing, except the mutual promise to marry itself.

4. Sale of goods, chattels, or things in action above the statutory threshold

Sales of goods, chattels, or things in action above the amount specified by law generally require some written note or memorandum, unless exceptions such as acceptance and receipt of the goods, or payment, apply.

Because statutory monetary thresholds in older Civil Code text may be outdated in modern economic terms, the practical relevance often depends on how courts apply the provision and whether there is partial performance or written evidence.

5. Lease for a period longer than one year

A verbal lease for more than one year generally falls under the Statute of Frauds.

Example: A landlord and tenant orally agree to a three-year lease. Without a written memorandum, the agreement may be unenforceable if properly objected to.

A month-to-month lease or a lease not exceeding one year may generally be proved orally, subject to evidence.

6. Sale of real property or an interest therein

A verbal sale of land or an interest in land generally falls under the Statute of Frauds.

Example: A verbally agrees to sell a parcel of land to B. If B sues to enforce the sale, the lack of written memorandum may be fatal unless there is partial performance, ratification, admission, or another recognized basis removing the agreement from the Statute.

7. Representation as to the credit of another

A representation concerning the credit of a third person may require writing when used as a basis for liability.

V. The Statute of Frauds Applies Mainly to Executory Contracts

A crucial point is that the Statute of Frauds generally applies to executory contracts, meaning contracts where performance has not yet been completed.

If the agreement has already been partly or fully performed, courts may allow enforcement despite the absence of a formal written contract, especially where refusing enforcement would result in injustice or allow a party to benefit from another’s performance.

Example

A verbally agrees to sell goods to B. B pays the price, and A accepts payment. Even if the sale would otherwise be covered by the Statute of Frauds, the acceptance of payment may serve as evidence of the contract and may remove the transaction from the Statute.

Similarly, if a buyer of real property takes possession, pays part of the price, makes improvements, or otherwise acts in reliance on the oral agreement, those circumstances may be relevant in determining whether the oral agreement can be enforced or whether equitable relief is available.

VI. Ratification of an Otherwise Unenforceable Verbal Agreement

An agreement covered by the Statute of Frauds may be ratified. Ratification may occur in ways such as:

Failure to object to the presentation of oral evidence proving the contract; or
Acceptance of benefits under the agreement.

If a party allows testimony about the verbal contract without timely invoking the Statute of Frauds, that party may be deemed to have waived the defense.

Likewise, if a party accepts performance, money, goods, possession, services, or other benefits under the verbal agreement, it may become unfair for that party to deny the contract’s enforceability.

VII. Contracts That Must Be in a Public Instrument

Some contracts are valid between the parties even if verbal or private, but the law requires that they appear in a public document for convenience, registration, or effect against third persons.

Civil Code rules identify certain acts and contracts that should appear in a public document, including:

Acts and contracts creating, transmitting, modifying, or extinguishing real rights over immovable property;
Cession, repudiation, or renunciation of hereditary rights or conjugal partnership gains;
Powers of attorney to administer property or where the law requires a public document;
Cession of actions or rights from an act appearing in a public document.

For real property transactions, a public instrument is highly important because registration and protection against third persons generally depend on proper documentation.

However, the requirement of a public instrument is not always a requirement for validity between the parties. In many cases, once a valid contract exists, a party may compel the other to execute the proper public instrument.

Example

A seller and buyer agree on the sale of land. The agreement may be valid between them if the essential elements exist, but transfer, registration, and protection against third persons require proper documentation, usually through a deed of sale and registration.

VIII. Contracts Where Form Is Required for Validity

Some legal acts require a particular form not merely for evidence or enforceability, but for validity. If the required form is absent, the act may be void or ineffective.

Examples include:

1. Donation of immovable property

A donation of real property generally must be made in a public instrument, and acceptance must also be made in the prescribed form. A mere verbal donation of land is generally not valid.

2. Donation of movable property above certain value

Donation of movable property may also require writing and acceptance depending on value and circumstances.

3. Certain agency authority involving real rights

An agent’s authority to sell land or an interest in land generally requires written authority. A verbal authorization may be insufficient for certain real property transactions.

4. Marriage settlements and related agreements

Certain family and property arrangements require formalities to be effective.

The key point is that where the law requires form for validity, a verbal agreement will not suffice.

IX. Common Verbal Agreements and Their Enforceability

A. Verbal Loan Agreements

A loan agreement may be verbal and valid, provided the creditor can prove that money or a fungible thing was delivered and that the debtor undertook to return it.

The creditor may prove the loan through:

Bank transfer records;
Receipts;
Text messages or chat admissions;
Witness testimony;
Demand letters;
Partial payments;
Promissory acknowledgments;
Conduct showing debtor-creditor relationship.

Interest is a separate issue. Interest generally cannot be recovered unless expressly stipulated in writing. Thus, even if the verbal loan is valid, the lender may have difficulty collecting interest if there is no written agreement on interest.

B. Verbal Sale of Movable Property

A verbal sale of movable property is generally valid if there is consent, object, and price. However, if the sale falls under the Statute of Frauds, a written memorandum or an applicable exception may be needed to enforce it.

Delivery, acceptance, and payment are strong evidence.

C. Verbal Sale of Land

A verbal sale of land is highly risky. It is generally covered by the Statute of Frauds and must be supported by written evidence to be enforceable.

Even when partially performed, the absence of a written deed creates serious problems for title transfer, registration, taxation, notarization, and proof against third persons.

In practical terms, land transactions should always be in a notarized deed and properly registered.

D. Verbal Lease Agreements

A lease agreement may be verbal if it is for one year or less. A lease longer than one year generally falls under the Statute of Frauds and should be in writing.

Even with short-term leases, written terms are strongly advisable, especially on rental amount, deposit, duration, repairs, utilities, termination, subleasing, and penalties.

E. Verbal Employment Agreements

Employment contracts can arise verbally, and employment relationships may be proven by conduct, payroll records, work assignments, company IDs, payslips, messages, witnesses, or control exercised by the employer.

However, certain employment arrangements, company policies, confidentiality obligations, non-compete clauses, commission schemes, project employment terms, and fixed-term arrangements are much safer and more defensible when written.

Labor law also imposes standards that cannot be waived orally if the waiver violates law, public policy, or employee protections.

F. Verbal Partnership or Business Arrangements

A verbal partnership may exist if the parties agree to contribute money, property, or industry to a common fund with the intention of dividing profits.

However, if immovable property or real rights are contributed, formal requirements may apply. Also, oral business arrangements often produce disputes over profit sharing, authority, losses, capital contributions, ownership of assets, and withdrawal.

G. Verbal Construction Agreements

A verbal construction contract may be valid, but disputes are common because parties often disagree on scope of work, materials, deadlines, variations, acceptance, defects, and payment milestones.

Evidence may include estimates, delivery receipts, photos, chats, progress payments, site instructions, witness testimony, and actual work completed.

H. Verbal Commission or Brokerage Agreements

A verbal commission agreement may be valid, subject to proof. The claimant must establish the agreement, the commission rate or basis, performance of services, and entitlement to payment.

For real estate brokerage or regulated professions, licensing, authority, documentation, and statutory rules may affect recovery.

X. Evidence Used to Prove Verbal Agreements

Because verbal contracts lack a single written document, courts examine the totality of evidence. Useful evidence includes:

1. Testimony of the parties

A party may testify about the verbal agreement, but self-serving testimony is often weighed against other evidence.

2. Testimony of witnesses

A neutral witness who heard the agreement or observed performance may strengthen the claim.

3. Text messages, emails, and chat records

Digital communications may show offer, acceptance, price, terms, admissions, delivery instructions, demands, or acknowledgment of debt.

4. Receipts and invoices

Receipts may prove payment, delivery, partial performance, or the nature of the transaction.

5. Bank records

Deposits, transfers, checks, and payment confirmations may support the existence of a loan, sale, service contract, or repayment obligation.

6. Conduct of the parties

Courts may infer agreement from actions, such as accepting goods, occupying leased premises, making partial payments, rendering services, or receiving benefits.

7. Admissions

A party’s admission in writing, testimony, pleading, message, or conduct may be powerful evidence.

8. Partial performance

Partial performance may remove certain agreements from the operation of the Statute of Frauds or support equitable relief.

XI. Burden of Proof

The party who alleges the existence of a verbal agreement bears the burden of proving it.

In civil cases, the usual standard is preponderance of evidence, meaning the evidence must show that the claim is more likely true than not. The claimant must prove not only that an agreement existed, but also its material terms.

A court will ask:

Who were the parties?
What exactly was promised?
What was the price or consideration?
When and how was performance due?
Was there acceptance?
Was there partial or full performance?
Did the opposing party admit or acknowledge the obligation?
Are the terms sufficiently definite?
Is the agreement covered by the Statute of Frauds?
Is there a writing, memorandum, exception, waiver, or ratification?

XII. Defenses Against Enforcement of a Verbal Agreement

A party resisting enforcement may raise several defenses.

A. No meeting of the minds

The party may argue that no definite agreement was reached, only negotiations or preliminary discussions.

B. Uncertainty of terms

If essential terms are vague or incomplete, there may be no enforceable contract.

Example: “I will sell you my property someday at a fair price” may be too indefinite.

C. Statute of Frauds

If the agreement is one that must be in writing for enforcement, the defendant may invoke the Statute of Frauds.

D. Lack of authority

A party may claim that the person who made the verbal agreement had no authority to bind the principal, corporation, spouse, partnership, or property owner.

E. Incapacity

A contract may be voidable if entered into by a party lacking legal capacity, such as an unemancipated minor or incapacitated person, subject to applicable rules.

F. Vitiated consent

Consent may be defective due to mistake, violence, intimidation, undue influence, or fraud.

G. Illegality

An agreement with an illegal object or unlawful cause is void.

H. Simulation

A simulated or fictitious contract may be void or subject to rules on relative simulation.

I. Payment or performance

The defendant may admit the agreement but argue that it has already been paid, fulfilled, waived, novated, or extinguished.

J. Prescription

The action may be barred if filed beyond the applicable prescriptive period.

XIII. Remedies for Breach of a Verbal Agreement

If a verbal agreement is valid and enforceable, the injured party may seek remedies depending on the nature of the obligation.

1. Specific performance

The claimant may ask the court to compel the other party to perform the obligation, if legally and practically possible.

2. Rescission or resolution

In reciprocal obligations, if one party fails to comply, the injured party may seek fulfillment or rescission, with damages in proper cases.

3. Damages

A party may recover actual damages proven with reasonable certainty, and in proper cases moral, nominal, temperate, liquidated, or exemplary damages, depending on the facts and legal basis.

4. Collection of sum of money

For verbal loans, unpaid services, unpaid goods, rent, commissions, or reimbursements, the remedy may be an action for collection.

5. Reformation or execution of document

If an agreement exists but the required documentation has not been executed, a party may in proper cases seek execution of the necessary instrument.

6. Unjust enrichment

Even where a contract cannot be fully enforced, a party may sometimes recover on equitable grounds if the other party was unjustly enriched at the claimant’s expense.

XIV. Verbal Agreements and Real Property

Real property deserves special attention because land transactions in the Philippines are document-heavy.

A verbal agreement involving land may face several legal obstacles:

The Statute of Frauds generally requires written evidence for sale of real property or an interest therein.
Transfer of title requires proper instruments and registration.
Tax declarations and possession do not necessarily prove ownership.
Notarization gives a document evidentiary weight and allows registration.
Third persons may be affected by registration rules.
Oral claims over land are often difficult to prove and frequently litigated.

Practical rule: Do not rely on verbal agreements for land sales, long-term leases, mortgages, easements, co-ownership arrangements, or property transfers.

XV. Verbal Agreements and Electronic Evidence

Modern verbal agreements are often accompanied by electronic communications. Although the agreement itself may have been made orally, later messages may confirm its terms.

Electronic evidence may include:

SMS;
Viber, Messenger, WhatsApp, Telegram, or similar chats;
Emails;
Voice notes;
Screenshots;
Digital receipts;
Online bank confirmations;
E-wallet transfer records;
Platform messages;
Recorded calls, subject to admissibility and privacy issues.

Electronic evidence must still be authenticated. A party relying on screenshots or digital messages should preserve the original device, account, metadata where available, full conversation context, and proof that the account belongs to the other party.

Selective screenshots may be challenged. Complete conversation threads are usually stronger than isolated messages.

XVI. Oral Modification of Written Contracts

Parties sometimes execute a written contract and later verbally modify it. Whether the oral modification is valid depends on the law, the contract’s terms, and the nature of the modification.

A written contract may include a “no oral modification” clause requiring changes to be in writing. However, the parties’ subsequent conduct may still become relevant, especially if both sides acted on the modification.

For example, if a written lease states that rent is payable on the first day of each month, but both parties later consistently accept payment on the fifteenth, this conduct may become evidence of a modified arrangement or waiver, depending on the facts.

Still, verbal modifications are risky, particularly for price, duration, waiver of default, deadlines, and scope of work.

XVII. Corporate and Agency Issues

A verbal agreement made with a company employee, agent, broker, manager, or representative raises authority questions.

A corporation acts through authorized officers and agents. The other party must consider whether the person speaking had actual, apparent, or implied authority.

Common issues include:

Was the person authorized to enter into the agreement?
Was board approval required?
Was the transaction within the ordinary course of business?
Did the company later accept benefits?
Did the company issue invoices, receipts, or written confirmations?
Did the company ratify the representative’s act?

A verbal agreement with someone who lacks authority may not bind the principal unless ratified or unless circumstances support apparent authority.

XVIII. Spousal and Family Transactions

Verbal agreements involving spouses, family property, inheritance, or family businesses can be legally sensitive.

Issues may include:

Whether the property is separate, conjugal, or community property;
Whether spousal consent is required;
Whether the agreement involves hereditary rights;
Whether the agreement is actually a donation, loan, sale, trust, or family accommodation;
Whether the arrangement violates rules on succession or legitime;
Whether the alleged agreement is supported by evidence or merely family expectation.

Family verbal agreements often fail because parties rely on trust and do not document terms. The absence of writing later creates disputes over whether money given was a loan, gift, investment, or contribution.

XIX. Verbal Agreements, Interest, Penalties, and Attorney’s Fees

Even where a verbal agreement is enforceable, certain monetary terms may require special proof or writing.

A. Interest

Interest on a loan generally requires a written stipulation. Without written agreement, the creditor may recover the principal but may not recover conventional interest, although legal interest may apply from demand or judgment depending on the circumstances.

B. Penalties

Penalty clauses should be clearly proven. Courts may reduce unconscionable penalties.

C. Attorney’s fees

Attorney’s fees are not automatically recoverable. They must have a legal, factual, contractual, or equitable basis and are subject to court discretion.

D. Liquidated damages

Liquidated damages should be clearly agreed upon. A verbal claim for a fixed penalty or liquidated damages may be difficult to prove.

XX. Prescription: When Claims Based on Verbal Agreements Must Be Filed

Actions based on oral contracts generally prescribe sooner than actions based on written contracts.

A claim based on an oral contract must be filed within the period provided by law. A claim based on a written contract has a longer prescriptive period.

Because prescription rules can be affected by the nature of the action, demands, acknowledgments, partial payments, and special laws, parties should act promptly and seek legal advice before delay defeats the claim.

XXI. Practical Examples

Example 1: Verbal Loan with Bank Transfer

A lends ₱100,000 to B after a phone conversation. A sends the money by bank transfer. B later sends a message saying, “I will pay you next month.”

This is likely enforceable as a loan, assuming A can prove delivery and B’s obligation to repay. The text message strengthens A’s case. If there is no written stipulation on interest, A may have difficulty recovering agreed interest.

Example 2: Verbal Sale of Land

A orally agrees to sell land to B for ₱2,000,000. B pays ₱200,000 as partial payment, but no deed is signed.

This is legally risky. The sale of land is generally covered by the Statute of Frauds. B may try to rely on partial performance, receipts, messages, or equitable arguments, but enforcement and transfer of title will be difficult without proper written documentation.

Example 3: Verbal One-Year Lease

A landlord orally leases an apartment to a tenant for six months at ₱20,000 per month. The tenant moves in and pays rent.

This may be enforceable. The duration is not more than one year, and the tenant’s possession and payments are strong evidence.

Example 4: Verbal Three-Year Lease

A landlord orally leases commercial space to a tenant for three years.

This generally falls under the Statute of Frauds because it is a lease for more than one year. It should be in writing to be enforceable.

Example 5: Verbal Construction Agreement

A homeowner verbally hires a contractor to renovate a kitchen for ₱300,000. The homeowner pays ₱100,000 down payment. The contractor begins work but abandons the project.

The homeowner may prove the agreement through payment records, messages, photos, witnesses, receipts, and partial performance. The dispute will likely focus on scope, quality, cost, and breach.

XXII. Best Practices for Parties Entering Verbal Agreements

Although verbal agreements may be valid, written agreements are far safer. Parties should:

Put important agreements in writing.
Identify the parties clearly.
State the object or service clearly.
State the price, rent, loan amount, commission, or consideration.
Include deadlines and payment schedules.
Specify interest, penalties, and consequences of default.
Keep receipts and proof of payments.
Confirm verbal discussions by text or email.
Avoid vague terms such as “soon,” “reasonable,” “fair,” or “to be agreed later.”
Use written authority when dealing with agents.
Use notarized documents for real property transactions.
Preserve digital communications.
Avoid relying on verbal promises for land, long-term leases, guaranties, donations, large transactions, or business investments.
Seek legal advice before paying large sums based only on oral assurances.

A simple confirmation message can help:

“This confirms our agreement today that I will lend you ₱100,000, payable on or before September 30, 2026, without interest. Please reply to confirm.”

Or:

“This confirms that you agreed to renovate my kitchen for ₱300,000, inclusive of labor and materials, with completion by August 15, 2026. I will pay ₱100,000 down payment and the balance upon completion.”

Even a short written confirmation is better than relying purely on memory.

XXIII. Litigation Strategy in Verbal Agreement Cases

A person seeking to enforce a verbal agreement should organize evidence carefully.

A. Establish the agreement

Show when, where, how, and between whom the agreement was made.

B. Establish the terms

Prove the price, object, deadline, quantity, scope, payment terms, and obligations.

C. Establish performance or reliance

Show payment, delivery, services rendered, possession, improvements, or other acts done because of the agreement.

D. Establish breach

Show what the other party failed to do.

E. Establish damages

Provide receipts, computations, market values, repair costs, unpaid balances, or other proof.

F. Anticipate the Statute of Frauds

If the agreement involves land, long-term lease, guaranty, or performance beyond one year, identify the writing, memorandum, admission, partial performance, or ratification that supports enforcement.

XXIV. When a Verbal Agreement Is Not Enough

A verbal agreement should generally not be relied upon for:

Sale of land;
Mortgage or encumbrance of real property;
Long-term lease exceeding one year;
Guaranty or suretyship;
Donation of real property;
Large business investments;
Sale of corporate shares or complex assets;
Partnership involving real property;
Agency to sell land;
Waiver of major legal rights;
Employment arrangements involving sensitive restrictions;
Confidentiality, non-compete, or intellectual property terms;
Construction projects with complex scope;
Family property or inheritance arrangements.

In these situations, writing is not merely a convenience; it may determine enforceability, validity, registration, tax compliance, and evidentiary strength.

XXV. Key Legal Takeaways

Verbal contracts can be valid under Philippine law. A contract generally exists when there is consent, object, and cause.
The main problem is proof. The party enforcing a verbal agreement must prove the agreement and its terms.
Some contracts must be in writing to be enforceable. The Statute of Frauds applies to certain agreements, including sales of land, leases longer than one year, guaranties, and agreements not performable within one year.
Some contracts require form for validity. Donations of real property and certain formal legal acts cannot be validly done by mere oral agreement.
Partial performance may matter. Payment, delivery, possession, services, improvements, or acceptance of benefits may support enforcement or remove the agreement from the Statute of Frauds.
Failure to object may waive the Statute of Frauds. If oral evidence is introduced and the opposing party does not properly object, the defense may be lost.
Electronic messages can help prove verbal agreements. Texts, chats, emails, and digital payment records often become decisive evidence.
Real property transactions should always be written, notarized, and registered when appropriate.
Interest on loans generally requires written stipulation. A verbal loan may be enforceable, but verbal interest terms are problematic.
Written confirmation is the safest practice. Even a simple signed note, email, or message acknowledgment may prevent future disputes.

XXVI. Conclusion

Under Philippine law, verbal agreements are not automatically invalid. Many oral contracts are binding if the essential elements of consent, object, and cause are present. The law recognizes that people often transact through spoken promises and conduct.

However, verbal agreements carry substantial legal risk. Certain agreements are unenforceable unless supported by writing or an exception. Others require formal documents for validity, registration, or effect against third persons. Even when a verbal agreement is legally valid, the party seeking enforcement must prove its existence and terms by credible evidence.

The safest rule is simple: important agreements should be written, signed, and, when necessary, notarized and registered. Verbal agreements may bind, but written agreements protect.