If the parties do not intend that an agreement will be binding until it is reduced to writing and signed, they are not bound and may not be held liable until the agreement has been written out and signed. However, if they intended to be bound by an oral agreement, a mere failure to reduce their promises to writing is immaterial. Where a contract's substantial terms have been agreed on, the fact that the parties intended that the contract should be formally drawn up and put in writing does not leave the transaction incomplete and without binding force in the absence of a positive agreement that it should not be binding until reduced to writing and formally executed.
223 Sam, LLC v. 223 15th St., LLC, NY Slip Op 03118 (2d Dep't May 2, 2018)
Here is the decision.
