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Is a Quote Legally Binding in the US? What the Law Actually Says

Is a Quote Legally Binding in the US? What the Law Actually Says

The short answer is that a quote by itself is not a contract. It is an offer. What makes it binding is the customer's acceptance — and once that happens, you are held to the price you wrote.

That is the part most people get backwards. They assume a quote is binding the moment they send it, or that it is never binding until a formal contract is signed. Neither is right, and the gap between the two is where the arguments happen.

A quote is an offer, not a contract

American contract law builds an agreement out of three pieces: an offer, an acceptance, and consideration (each side gives something — your work, their money).

A quote supplies the first piece. It is a definite proposal: this scope, this price, these terms. Send it and you have made an offer. Nothing is owed yet in either direction.

The customer supplies the second piece by accepting. That can be a signature on the quote, a reply saying "approved, go ahead", a purchase order referencing your number, or in many cases simply telling you to start and letting you start. At that moment the offer becomes a contract, and both sides are bound: you to the scope and the price, them to paying it.

The third piece takes care of itself in commercial work — you are exchanging labour and materials for money.

Which body of law applies to you

This matters more than most tradespeople and freelancers realise, because two different regimes exist side by side.

Sales of goods are governed by Article 2 of the Uniform Commercial Code, adopted in some form by every state. If you are primarily selling products — materials, equipment, manufactured items — you are under the UCC.

Services are governed by common law, the body of judge-made contract law that varies by state. Consulting, design, development, most labour-only work.

Mixed contracts — a plumber supplying a water heater and installing it, a landscaper supplying plants and planting them — are typically classified by which element predominates. Most courts apply the "predominant purpose" test: if the customer is really buying a result rather than goods, common law usually applies.

The practical difference shows up mainly in two places: the rules on firm offers, and the point at which a deal has to be in writing.

How long a quote stays open

There is no default legal expiry date on a quote. No US rule says a quote lasts 30 days.

What actually governs is this: an offer stays open until it is accepted, rejected, withdrawn, or until a reasonable time has passed. "Reasonable" is decided after the fact, by a judge, based on the trade and the volatility of the pricing. That is precisely the situation you want to avoid, and it is avoided with one sentence.

Write an expiration date on the quote. "This quote is valid through October 15, 2026." Past that date, your offer lapses on its own and you are free to requote at current prices. Thirty days is the common default; on materials-heavy work with moving prices, fifteen is entirely defensible, and saying so is not aggressive — it is accurate.

That date also does commercial work for you: it gives you a legitimate, non-pushy reason to follow up as the deadline approaches. That is covered in how to follow up on a quote.

The text of UCC section 2-205 on firm offers, published by the Cornell Legal Information Institute
The firm offer rule, including the three-month ceiling on irrevocability. Source: Cornell Legal Information Institute, U.C.C. § 2-205.

Can you withdraw a quote after sending it?

Generally, yes — until it is accepted. The classic rule is that an offer can be revoked at any time before acceptance, even if you said it would stay open. Revocation has to actually reach the customer, and it has to reach them before they accept. Once they have accepted, it is too late.

There is one significant exception, and it is the one worth knowing:

The UCC firm offer rule

Under UCC §2-205, an offer by a merchant to buy or sell goods, made in a signed writing that gives assurance it will be held open, is not revocable for lack of consideration during the time stated. In other words, if you are a merchant selling goods and you write "this price is held for 60 days" on a signed quote, you cannot simply take it back.

The section caps this: "in no event may such period of irrevocability exceed three months." If you state a longer period, the irrevocability still runs out at three months — after that you are free again.

Two things narrow this rule considerably. It applies to merchants (someone who deals in goods of that kind), and it applies to goods, not services. A freelance designer writing "valid 60 days" is not making a UCC firm offer. But a supplier quoting materials very much may be.

The practical takeaway is the same either way: only promise to hold a price for as long as you can actually honour it.

Diagram of the three stages: you send the quote as an offer, the revocation window, then acceptance forms the contract
Offer, open window, acceptance — and the point of no return in the middle.

When the deal has to be in writing

Oral contracts are generally enforceable in the United States. The problem is proving them.

The statute of frauds carves out categories that must be written to be enforced. Two matter here:

  • Under UCC §2-201, a contract for the sale of goods for the price of $500 or more is not enforceable unless there is a signed writing sufficient to indicate a contract was made.
  • Under common law in most states, a contract that cannot be performed within one year must be in writing.

Note the threshold is low and it is about goods, not services. Many states also impose their own written-contract requirements on home improvement work at far lower dollar amounts — which is a state matter, covered below.

Beyond the legal minimum, a signed quote is simply the strongest evidence you can hold. When a customer disputes what was agreed, the document that both of you signed decides the argument. An email thread rarely does it as cleanly.

Can the price change after acceptance?

Once a quote is accepted, you are bound to that price for that scope. Discovering the job is harder than you thought does not entitle you to bill more.

What does entitle you to bill more is a change order: new work, priced, agreed in writing, and signed before it is performed. This is the single most important habit in scoped work. Perform first and invoice after, and you are asking to be paid for something nobody agreed to — a position you will usually lose.

Practical rules that keep you out of this:

  • List what is excluded, explicitly. Anything you do not exclude, the customer reasonably assumes is included.
  • State a contingency procedure for the unknown: "If concealed damage is found, work stops and a change order is issued before continuing."
  • If the scope genuinely cannot be pinned down, do not send a quote at all — send an estimate. The difference is set out in quote vs estimate.

The customer's right to cancel

Even a properly accepted contract can be unwound in one important situation.

The FTC's Cooling-Off Rule (16 CFR Part 429) gives consumers the right to cancel certain sales "prior to midnight of the third business day after the date of the transaction." It applies to sales made at the buyer's home, workplace, or at temporary locations like hotel rooms and trade show booths — not to sales made at the seller's permanent place of business.

The dollar thresholds in 16 CFR §429.0 are a purchase price of $25 or more if the sale is made at the buyer's residence, or $130 or more at locations other than the buyer's residence.

If you sell in the customer's home — and most trades do — this applies to you, and the rule requires you to give the buyer notice of the right to cancel. There are exemptions (including certain real property transactions and sales made entirely by mail or telephone), so check your situation against the text. Many states also have their own cooling-off statutes that are longer or broader than the federal one.

The cancellation notice wording required by 16 CFR 429.1, the FTC Cooling-Off Rule
The exact wording the Cooling-Off Rule requires you to put in front of the buyer. Source: Cornell Legal Information Institute, 16 CFR § 429.1.

State law can add requirements on top

Everything above is the federal and general-law baseline. It is not the whole picture, because contractor licensing, written-contract requirements and deposit caps are set state by state, and they vary enormously.

California caps the down payment on a home improvement contract at $1,000 or 10% of the contract amount, whichever is less. Maryland caps a deposit at one third of the contract price. Virginia's regulator publishes deposit guidance for consumers rather than a statutory cap. Many states impose no cap at all.

None of these are national rules, and applying one state's number in another state is how people get this wrong. The state-by-state picture is laid out in contractor deposit rules by state.

What to put on the quote

Six lines that convert a loose price into a document that holds up:

  1. An expiration date, written as an actual date.
  2. A defined scope, itemised, with quantities where they exist.
  3. Explicit exclusions, listed.
  4. Payment terms: deposit amount, milestones, net terms, late fees.
  5. A change order clause: extra work is priced and signed before it is performed.
  6. A signature block with a date line, so acceptance is unambiguous and provable.

Templates with these terms already in place

Our templates carry the expiration line, the exclusions block, the change order clause and the signature block in the right places, per trade:

The rest are in the template library.

A quote is an offer, and it becomes a binding contract the moment the customer accepts it. Put a real expiration date on it so it lapses on your terms rather than a judge's idea of a reasonable time. Understand that you can generally revoke before acceptance, with the UCC firm offer rule as the exception if you are a merchant selling goods. Get it in writing — always for goods over $500, and as a matter of self-protection everywhere else. And once it is accepted, the only clean route to a higher price is a signed change order issued before the work is done.


Verified September 9, 2026 against primary sources: UCC §2-201 and §2-205 (Cornell Legal Information Institute), 16 CFR §429.0 and §429.1 (FTC Cooling-Off Rule). This is general information about US law, not legal advice, and state law varies. Consult an attorney licensed in your state about your situation.

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