Can I invoice clients for work completed before a contract is signed in the US?

Can you invoice for work done before a contract is signed?

Yes—often you can invoice a client in the United States for work completed before a contract is signed. But whether you will actually be paid (and how easily) depends on what you can prove, what the client agreed to (even informally), what you delivered, and which legal theory applies if the client disputes the invoice.

A common misconception is that “no signed contract” automatically means “no right to get paid.” In reality, business relationships frequently begin before paperwork is finalized: a client asks you to start, you begin work to meet a deadline, and the signature happens later (or never). US law can still support payment in many of these situations through principles like oral contracts, implied contracts, and equitable remedies such as quantum meruit or unjust enrichment.

That said, invoicing pre-contract work can trigger friction if the client believes the scope or price was not agreed, or if the client argues the work was exploratory, unauthorized, or conditional on signing later. The goal is to invoice in a way that feels fair, documents the deal clearly, and minimizes the chance of a surprise or dispute.

Why this happens so often in real projects

Pre-signature work is not unusual. It shows up in industries like consulting, marketing, software development, creative services, construction, and professional services where timing matters and “getting started” has real value. Some typical scenarios include:

Rush timelines: The client needs work started immediately to meet a launch date, legal deadline, or operational need.

Procurement delays: The client’s internal approvals, vendor onboarding, or legal review takes weeks, but the business wants progress now.

Discovery and scoping: You do preliminary work to define requirements or estimate costs, then the formal agreement is expected later.

Relationship-based starts: You’ve worked together before, so the client asks you to begin with a handshake understanding.

Change in personnel: A new stakeholder arrives midstream and wants a contract “re-done,” even though work has already been delivered.

Because these situations are common, your invoicing approach should treat pre-contract work as a normal business risk to manage—not a taboo subject to avoid.

Key idea: a signature is not always required for a binding agreement

In the US, many contracts can be enforceable without a handwritten or electronic signature. The legal system often focuses on whether there was an agreement (offer and acceptance), an exchange of value, and sufficiently clear terms. That agreement can be formed through:

Written communications: Emails, messages, proposals, or statements of work that the client approved or relied on.

Oral agreements: A phone call or meeting where the client authorized work and you agreed on price or rate.

Conduct: The client asked you to start, provided access or materials, gave feedback, accepted deliverables, or used your work.

Even if the parties intended to “sign later,” a contract can still exist if the essential terms were agreed and both sides acted like they had a deal.

Understanding the main legal pathways to getting paid

If a client disputes an invoice for pre-signature work, payment typically turns on which framework applies. You do not need to be a lawyer to understand the practical implications; you just need to know what evidence matters.

1) Express contract (written or oral)

An express contract is one where the parties explicitly agreed to terms—either in writing or verbally. If you can show the client agreed to your rate, the scope, and that you should proceed, you’re in the strongest position.

Evidence that helps includes:

Accepted proposals: “Looks good—go ahead” replies to your quote or scope email.

Rate confirmation: Messages confirming hourly rates, day rates, retainers, or milestone prices.

Meeting notes: Follow-up summaries you sent and the client didn’t correct.

Work authorization: “Please start” or “Begin immediately” instructions from a decision-maker.

If you invoice for work done before the signature but the agreement was already reached, the invoice is simply the billing mechanism for services provided under that agreement.

2) Implied-in-fact contract

An implied-in-fact contract is formed by the parties’ behavior rather than a formal statement like “we agree.” If the client’s conduct shows they intended you to do the work and intended to pay for it, a court can treat that as a contract.

Examples include:

The client gives you system access, brand assets, or data and asks you to proceed.

The client attends weekly check-ins, approves drafts, or requests revisions.

The client publishes or uses your deliverables commercially.

Implied contracts are especially relevant in ongoing client relationships where the pattern of “you do work, they pay invoices” has already been established.

3) Quantum meruit (reasonable value of services)

Quantum meruit is an equitable doctrine that can allow you to recover the reasonable value of the services you provided, even if there is no enforceable contract. It is often used when one party received the benefit of another party’s work and it would be unfair for them to keep it without paying.

In practical terms, if a client accepted or benefited from your work but claims “no contract,” quantum meruit can still support payment. However, the amount may be based on what is reasonable in the market, not necessarily your preferred rate—unless you can show your rate was communicated and accepted.

4) Unjust enrichment

Unjust enrichment is similar in spirit: it addresses situations where one party would be unfairly enriched if they keep a benefit without paying. If your work delivered real value—revenue, cost savings, marketing assets, operational improvements—and the client uses it, unjust enrichment may support a claim.

From a business perspective, the takeaway is simple: when you do pre-signature work, document the value delivered and the client’s acceptance of that value.

When pre-contract invoicing is more risky

While you often can invoice, some situations create higher dispute risk. If any of the following apply, you should be extra careful in how you bill and communicate:

The work looked like a “free sample”: If you provided ideas, mockups, or analysis without clearly stating it was billable, the client may argue it was part of a pitch.

Scope was unclear: If the deliverables, timeline, or assumptions were not documented, the client may dispute hours or outcomes.

The client never used the work: If they did not accept or benefit from the deliverables, it may be harder to prove value or authorization.

The decision-maker didn’t authorize it: If you took direction from someone without authority to hire vendors, the client may claim it wasn’t approved.

Price was never discussed: If the client knew you were working but did not know the cost basis, they may push back hard on the invoice total.

You expected the contract to be a condition precedent: Sometimes both parties treat signature as a “must happen before any payment obligation exists.” If communications show “we’ll pay after we sign,” invoicing early can escalate conflict.

None of these automatically prevents payment, but they increase the chance of negotiation, partial payment, or a long collections process.

How to invoice ethically and professionally for pre-signature work

Even if you are legally allowed to invoice, the relationship side matters. The best outcomes come from making the invoice feel expected and reasonable—not like a surprise bill.

Step 1: Separate “authorization” from “signature”

The central question is whether the client authorized you to start. If yes, you can frame the invoice around that authorization:

“Per your approval on [date] to begin discovery, this invoice covers work performed from [start date] to [end date].”

This approach keeps the focus on the client’s instruction and your delivery, not on missing paperwork.

Step 2: Use a clear description of time period and deliverables

Pre-contract invoices are more defensible when they include:

Date range: Exactly when the work was performed.

Itemization: Hours, tasks, milestones, or deliverable names.

Work product references: Links to files, tickets, repositories, drafts, or reports (as appropriate).

Assumptions: What was included and what was not included.

The more concrete the invoice, the harder it is to dismiss as vague.

Step 3: Match the billing method to what the client understood

If the client expected an hourly rate, invoice hourly with timesheets or activity logs. If they expected a fixed price or milestone, invoice by milestone. A mismatch between expectation and billing format is a common trigger for disputes.

Step 4: Keep the tone neutral and matter-of-fact

Do not over-explain or sound defensive. A calm, standard invoice suggests a normal business process. Save negotiation language for a separate email or call if needed.

Step 5: Offer a simple path to resolution

If you anticipate resistance, include a short message in your invoice notes such as:

“If you have any questions about line items, reply with the item number and I’ll clarify.”

This makes it easy for the client to raise specific issues rather than disputing the entire invoice.

What to include on the invoice to reduce disputes

Your invoice is part record, part communication tool. For pre-signature work, include elements that support the story of authorization and delivery.

Essential invoice fields

Your business details: Legal business name, address (as needed), contact email, and phone.

Client details: Client legal name and billing address if available.

Invoice number: Unique and sequential for tracking.

Issue date and due date: Clear payment timeline.

Service period: Start and end dates of work performed.

Itemized services: Task descriptions, quantities (hours or units), rates, and totals.

Subtotal, taxes (if applicable), total: Transparent calculations.

Payment terms: Net 7/14/30, late fee policy if used, and accepted payment methods.

Notes: Reference to authorization and deliverables, kept concise.

Helpful “pre-contract” invoice notes

Consider adding one short, factual line in the notes area:

“Work authorized via email on [date] and performed between [dates].”

Or:

“Discovery sessions and deliverables completed prior to contract execution at client request.”

You are not trying to litigate the matter on the invoice; you’re anchoring the timeline.

How to handle “We never signed anything” objections

If a client pushes back with “We didn’t sign a contract,” your response should focus on three things: authorization, transparency, and benefit received.

Keep it factual

Reply with a short summary:

When you were authorized: “On January 12, you asked us to begin.”

What you delivered: “We delivered X, Y, and Z, and incorporated feedback from your team.”

What pricing was communicated: “Our rate of $___/hour was shared on January 10.”

Attach the relevant email thread, meeting notes, or proposal approval. The objective is to reframe the conversation: not “signature vs no signature,” but “requested work vs completed work.”

Offer a practical solution

If the client’s concern is internal process, a practical solution can save the relationship:

Reissue the invoice under a PO number: If procurement requires it.

Split into milestones: If they need costs categorized.

Convert to a retainer credit: If they want the invoice folded into the signed agreement.

Sign a short “work authorization” letter retroactively: Some clients prefer a simple acknowledgement rather than renegotiating everything.

You can often meet the client’s compliance needs without giving up payment.

Common misunderstandings to avoid

Pre-contract invoicing disputes often arise from mismatched assumptions. Here are some common pitfalls and how to avoid them:

“It was just a proposal”

If you sent a proposal that included pricing and scope, and the client responded positively but never formally signed, you should still confirm in writing before starting:

“Thanks—confirming we’re proceeding with Option B at $X. I’ll start today unless you object.”

This simple step turns a vague “sounds good” into clearer acceptance.

“We thought it was included”

Clients sometimes assume early work is “included” or “free” until a contract is signed. If you are doing discovery or onboarding, clarify whether it is billable:

“Discovery is billable at our standard rate. If you’d like a fixed-price discovery package, I can quote that.”

“We didn’t approve those extra hours”

Hourly pre-contract work should include lightweight approvals when the scope expands. If you see the project growing, send a quick checkpoint:

“We’re at 12 hours so far; I estimate another 8–10 to complete this phase. OK to proceed?”

This reduces sticker shock when the invoice arrives.

Industry-specific considerations

Different industries have different expectations about when work becomes billable. Knowing the norms helps you present your invoice in a way that feels standard.

Consulting and professional services

Consultants often start with discovery, assessment, or strategy workshops. These are typically billable unless explicitly positioned as a free consultation. If you want them billable, label them as such early and invoice promptly after completion.

Creative services (design, video, branding)

Creative work is especially prone to “spec work” confusion. If you provide moodboards, drafts, or concepts before signature, clearly label them as paid discovery or a paid concept phase. If you treat them as unpaid sales materials, assume you may not be able to bill later.

Software development

Development often begins with technical discovery, architecture, or setup. Clients may use your work immediately (repositories, deployments, code). Track commits, tickets, and approvals, and link deliverables to invoice line items when appropriate.

Construction and trades

Construction and trades frequently rely on work orders and change orders. Even without a formal contract, signed work orders, texts, and on-site approvals can matter. Keep documentation of site visits, materials, and labor, and ensure you follow any licensing and local requirements.

Can you invoice a deposit or retainer after work has started?

Sometimes you begin work and then realize you need a retainer to continue. You can invoice a retainer midstream, but be careful how you describe it.

If the retainer is meant to cover future work, label it clearly as an advance payment to be applied to future invoices. If it is meant to cover work already performed, invoice for the completed work instead of calling it a “retainer,” because clients may view a retroactive retainer as confusing or unfair.

Clarity prevents disputes: a retainer is typically prepayment for future work; an invoice is for work already completed (or for a milestone delivered).

Should you wait until the contract is signed before invoicing?

Not necessarily. Waiting can create its own problems:

Memory fades: The longer you wait, the less clear the authorization and context feel to the client.

Budget cycles shift: The client may close a month or quarter and then push your invoice to the next cycle.

Stakeholders change: A new manager may challenge earlier decisions.

Leverage decreases: If the client has already received value, they may have less urgency to finalize paperwork.

In many cases, invoicing promptly for pre-signature work is the best way to keep expectations aligned. If you’re worried about how it will be received, communicate first:

“We’ve completed the initial phase you requested. I’ll send an invoice for that work now, and we can finalize the longer-form agreement for the next phase.”

How to prevent this problem in the future

The best way to avoid pre-contract billing stress is to create a lightweight “start work” process that doesn’t depend on a long contract.

Use a short work authorization

Instead of waiting for a full master services agreement, send a one-page work authorization that covers:

Scope summary

Rates or fixed price

Start date

Payment terms

Expense policy (if any)

IP/ownership basics (if relevant)

Signature line or simple email acceptance instruction

This gives you a clear green light while the longer contract can still be negotiated in parallel.

Put “billable discovery” in writing

If you do discovery, make it a named package. For example:

“Discovery Sprint (2 weeks): stakeholder interviews, requirements outline, technical plan, and estimate.”

When the client sees discovery as a product they are buying, it is less likely to be treated as free.

Confirm key terms in an email before starting

A simple confirmation message can do a lot of work:

“Confirming we’ll begin on Monday at $X/hour with a weekly cap of Y hours unless you approve more. We’ll invoice weekly with Net 14 terms.”

This is not legal magic; it’s practical expectation-setting.

Get partial payment triggers in place

Use milestones or weekly billing for early phases. Smaller invoices reduce risk and prevent a large “surprise” total later.

Track approvals and acceptance

Save approval messages, feedback threads, and meeting notes. If your client uses project tools, capture approvals in comments or tickets. If deliverables are sent by email, keep the delivery messages and any acknowledgements.

What if the client refuses to pay?

If a client refuses to pay for pre-contract work, your next steps depend on the amount, relationship importance, and evidence you have.

Start with a calm clarification

Most disputes begin with confusion, not fraud. Ask which line items they dispute and why. Offer to walk through the scope and authorization. Sometimes a revised invoice (better itemization, better descriptions) resolves the issue.

Negotiate if it makes business sense

If the client has a legitimate concern—unclear scope, miscommunication, or internal policy—you might agree to a partial reduction, a payment plan, or a credit toward future work. Document any settlement in writing.

Escalate in a measured way

If negotiation fails, options may include:

Formal demand letter: A written request with a deadline can prompt action.

Collections or small claims: Depending on the amount and jurisdiction, small claims court may be an option.

Attorney review: For larger sums, legal advice may be worth it.

Before escalating, consider whether the client benefited from the work and whether you can clearly demonstrate authorization and delivery. Those are the heart of most successful outcomes.

Practical wording you can use on a pre-contract invoice

Here are examples of neutral, professional invoice language you can adapt:

Invoice description: “Professional services performed at client request (Discovery & Planning).”

Service period note: “Services provided from March 3–March 14.”

Authorization note: “Work authorized via email approval on March 1.”

Deliverables note: “Deliverables: requirements summary, project plan, and initial design draft.”

Next-phase transition note: “This invoice covers the initial phase; the next phase will proceed under the executed agreement.”

These phrases make the invoice feel routine and traceable.

How invoice24 fits into this workflow

When you’re billing for pre-signature work, speed and clarity matter. With invoice24, you can create polished invoices that clearly show service periods, itemized tasks, rates, totals, and payment terms—so clients understand exactly what they’re paying for.

You can also keep invoices organized with unique invoice numbers, client profiles, and consistent formatting, which helps if a client’s finance team needs documentation to process payment. As your client relationship progresses, invoice24 supports recurring invoicing and structured line items so you can switch smoothly from an initial “start work” phase to ongoing billing without changing your system.

Bottom line

In the US, you can often invoice clients for work completed before a contract is signed—because payment rights can arise from written approvals, verbal agreements, the client’s conduct, or fairness-based principles when the client receives and uses your work. The strongest position comes from proving authorization, documenting scope and pricing, and presenting a clear, itemized invoice that ties directly to deliverables and dates.

To reduce risk, treat pre-signature work as its own phase: confirm key terms in writing, track approvals, invoice promptly, and keep your language simple and factual. When you do that, invoicing pre-contract work becomes less of a legal question and more of a standard business process—one that protects your time, your cash flow, and your client relationships.