Construction disputes are often resolved through a series of emails rather than at a formal settlement conference or through a single signed document. In Gilder v. Reed McClure, P.S.,[1] a recent unpublished decision from Division One of the Washington Court of Appeals, the court reinforced an important lesson: an email accepting a settlement offer may create a binding agreement even when the parties expect to prepare and sign a more formal document later. Although the decision is unpublished, it provides useful guidance for contractors and subcontractors negotiating payment disputes, delay claims, change orders, lien and bond claims, indemnity obligations, and other construction-related matters.
In Gilder, one party sent a written settlement offer identifying the principal terms of the proposed resolution. The opposing attorney responded by email that the clients had “decided to accept” the offer and requested that the formal agreement be forwarded for signature. The clients later declined to sign the formal document, but the court concluded that the earlier offer and acceptance had already created an enforceable settlement. The reference to a future formal agreement did not make the acceptance conditional because the email did not expressly state that no agreement would exist until the final document was signed.
The same issue can arise in construction disputes when parties exchange emails addressing the settlement amount, payment schedule, release language, retainage, lien releases, bond claims, warranty obligations, confidentiality, or dismissal of pending claims. An email stating “we accept,” “we have a deal,” or “our client agrees to the proposed terms” may be treated as more than a preliminary communication. When the essential terms have been identified and accepted, a court may conclude that the parties intended to be bound, even though additional paperwork remains to be prepared.
Contractors and subcontractors should therefore treat settlement emails as potential contract documents. A party that is still negotiating should identify the unresolved terms and avoid unconditional acceptance language. When the parties do not intend to be bound until a formal agreement is executed, their communications should clearly state that any proposed resolution is subject to final documentation and that no binding settlement exists unless and until the agreement is signed by all parties. Clear language at the email stage can prevent a later dispute over whether the parties were merely negotiating—or had already closed the deal.
[1] Gilder v. Reed McClure, P.S., No. 88047-1-I, slip op. (Wash. Ct. App. Div. I 2026) (unpublished).