Handwritten Contract to Text: Notes, IOUs and Side Deals

To turn a handwritten contract into text, image the paper in color, type it line for line exactly as written, and keep that literal transcript separate from any cleaned-up working copy. Read the amounts, dates and names twice, record doubtful words as doubtful, and never circulate the text without the image it came from.

How do you turn a handwritten contract into text?

You turn a handwritten contract into text by producing three things and keeping them apart: an image of the paper, a literal transcript that matches the image line for line, and a working copy for search, quoting and analysis. Each has one job, and trouble starts when one of them is made to do another's.

The three files

The image. Scan or photograph both sides of every sheet in color, edges visible, before anyone writes on, staples or hole-punches the paper. A wholly handwritten agreement may be on a notebook page, the back of an invoice or a paper napkin, and the paper itself can matter: a torn edge, a second ink, a date stamped by someone's office. The guide to scanning handwriting into text covers capture choices.

The literal transcript. A typed copy that breaks where the handwriting breaks and reproduces what is there, errors included. This is the text you quote from.

The working copy. A second file, made from the literal transcript, in which you may number the sentences, add comments and tag terms. It is labeled as a working copy and it never leaves the firm as "the agreement".

Where conversion software comes in

A recognition tool can give you a first draft of the literal transcript, which a person then corrects against the image. Whether that saves time depends on the hand. The Schema Law site says recognition is strongest on clean print and weaker on handwriting, and that nothing marks a passage as uncertain, so every word of a converted draft still has to be read against the page. Uploads are a PDF, PNG or JPEG of up to 20 MB, and Word and plain text are among the export formats on the homepage.

For a half-page IOU, typing from the image may be quicker than correcting a draft. For a six-page handwritten partnership agreement in a clear hand, a draft may be worth trying. Run one page and decide.

Read an IOU for the names, the date, the amount, and the signature, and do the same for a receipt or a side letter. Look for the offer, the acceptance, and the consideration as the writer set them down. Give a handwritten partnership agreement the same pass on every sheet. Where a condition precedent or a breach of contract hangs on one word, type the word on the paper.

What this post leaves out

Handwritten edits on a typed, signed contract are a different problem, covered in the post on handwritten changes to a contract. This post is about agreements written by hand from top to bottom.

Handwritten agreements that reach a law office: IOUs, receipts and side letters

Handwritten agreements that reach a law office are papers the parties made themselves: an IOU, a receipt that states terms, a side letter beside a formal contract, a list of points signed at a kitchen table. Identify which kind you hold, because each hides its terms in a different place.

Whether any of these papers is an enforceable contract is the lawyer's question. Your first task with the document is to describe it accurately.

Describe before you transcribe

Open a short description sheet for the paper and fill it in from the image:

• Number of sheets and sides, and whether anything is written on the back.
• Paper: lined, plain, letterhead, torn from a pad.
• Writing instruments: one pen throughout, or more than one.
• Hands: one writer, or more than one.
• Signatures: how many, where on the page, and any printed name beside each.
• Dates: every date on the paper and where it sits.
• Anything attached, clipped or stapled when it arrived.

This sheet answers the first questions anyone will ask about the paper. It also fixes the paper's condition on the day it reached you, which matters if the original later goes back to the client or to the other side.

The correspondence around it

A handwritten deal may not be the only handwriting in the file. Letters, cards and notes passed between the parties before and after it may show what they thought they had agreed. Those get their own transcripts, and the post on turning a handwritten letter into text covers them. A check that paid the debt, or part of it, belongs in the same folder, and the post on OCR and handwritten checks covers reading its amount and memo line.

Typing a handwritten agreement exactly, misspellings included

Type a handwritten agreement exactly as written: every misspelling, missing apostrophe, stray capital, abbreviation and repeated word. A literal transcript shows what the parties put on paper. The moment you correct "intrest" to "interest", you have started deciding what they meant, and that is not the transcriber's job.

Informal agreements are where literal typing is hardest, because the writing invites tidying. Resist it in these places.

Turn off the software that helps

A word processor corrects as you type. Before you start, switch off automatic spelling correction, automatic capitalization of the first word of a line, and conversion of straight quotes, fractions and ordinals. Otherwise the program will quietly fix "intrest" and capitalize a line the writer began in lower case, and you will not see it happen. Typing the literal transcript as plain text avoids the problem.

Layout is part of exactness

• Break each line where the handwriting breaks it, and number the lines.
• Keep the order of things on the page. If the date is at the bottom, it is at the bottom of the transcript.
• Mark where each signature sits with a note such as (signature) and type the name only if a printed name appears.
• Show a blank the writer left: on the ____ day of.
• If two hands wrote the page, say which lines are in which hand, as "Hand A" and "Hand B". Naming the writers is a conclusion for someone else to draw.

Words struck out, written over or squeezed in above a line need marks of their own. The guide to transcribing handwriting to text sets out conventions for alterations and for words nobody can read, and you should use one set of marks across the whole matter.

The working copy is where tidying is allowed

In the working copy you may add what the literal transcript must not contain: a comment that "sumer" appears to be "summer", a note of the two ways "10/11" can be read, a tag on each promise. Keep every such addition in a comment or a separate column, so the parties' words and your notes cannot be confused.

Which words in a handwritten contract will the dispute turn on?

Expect a dispute over a handwritten contract to turn on a small set of words: the amount, the dates, the names of the parties, the thing being sold or promised, and any condition. Find those words first, read them character by character, and give them a second reader even if the rest of the page gets one pass.

A term sheet pulled from the transcript makes the checking systematic. One row per term, quoting the paper and citing the line.

What to look for in each

Amounts. Check whether the amount appears more than once and whether the appearances agree. If the paper is a negotiable instrument and its words and figures conflict, the Uniform Commercial Code has a rule on contradictory terms at UCC section 3-114. Whether that section applies to the paper in your file, and in what form your state enacted it, is for the lawyer. Record both versions of the amount as written. Handwritten digits are a known trouble spot, and the post on why OCR gets numbers wrong lists the confusions to look for in a converted draft.

Dates. List every date, including any on the back. Note the format as written and do not expand it. A date with no year, or one that can be read as day-month or month-day, goes into the term sheet with both readings.

Names. Compare each name in the body with the signature below and with any printed name. Note nicknames and initials as they are. A party described only as "my brother" is recorded that way.

Subject matter. Quote the description of the thing in full. If the paper describes property loosely, the looseness is itself a fact the lawyer needs.

Conditions and small words. "If", "unless", "after", "or" and "not" are short and easily lost in a fast hand. Search your transcript for each and check it against the image.

What is not on the page

Add a last section to the term sheet headed "Not stated". List what the paper is silent about: the year, a rate, a place of payment, a second party's signature. A reader of a transcript may assume that anything missing was dropped by the typist. Saying that the paper itself is silent prevents that.

Two readers, one disputed word: recording a disagreement about the handwriting

When two readers disagree about a word in a handwritten contract, the transcript carries both readings and the file carries a short record of who read what, from which image, and why. Nobody outvotes anybody. A disagreement inside your own office is an early warning that the other side may read the word differently too.

A worked example

A fictional note between Renata Solberg and Dale Whitcomb contains the line "balance due in 30 days". Tomas reads "30". Miriam, reading the same image without seeing his version, reads "90". The first digit has a rounded top and an open lower curve.

The literal transcript does not choose. Line 5 reads:

5  balance due in [30 / 90] days

The reading record, kept with the transcript, says more:

READING RECORD - Solberg/Whitcomb note, image solberg-note-p1.jpg
Line 5, first digit of the number before "days".
Reader 1 (T.R., 9 Oct): 3. Basis: open top stroke, like the 3 in "4/3" on line 8.
Reader 2 (M.O., 9 Oct): 9. Basis: closed loop at upper left at 400% zoom.
Other digits by this writer on the page: 4, 0 (line 2); 4, 3 (line 8). No other 9.
Original paper examined? No. Image only.
Status: unresolved. Referred to J.A. (lawyer) 9 Oct.

What makes the record useful

• Independent readings. The second reader did not see the first reading. A reading made after hearing someone else's is confirmation, not a second opinion.
• Stated basis. Each reader points to strokes, and to comparison letters or digits elsewhere on the same page.
• An inventory of comparisons. The record lists what other examples of the character exist in this writer's hand. Here there is no other 9, which limits what comparison can prove.
• What was examined. A reading from a phone photo and a reading from the paper under a lamp are not equal. Say which.
• A named decision-maker. The record ends by sending the question to a lawyer.

What happens next

The lawyer may look at the original, ask the client what was written, look for other documents that state the term, or decide the point needs a handwriting examiner. Each of those produces its own note in the record. A client's account of what the word says is recorded as the client's account, with the date, and the bracket in the transcript stays. The transcript reports marks on paper, and a party's memory is a different kind of evidence.

Do not let the working copy drift ahead of the transcript. If the term sheet says "due in 30 days" while the transcript says [30 / 90], someone will quote the term sheet.

Attaching the handwritten agreement and its transcript to a pleading

When a handwritten agreement goes into a pleading, the image of the agreement is the exhibit and the typed transcript, if included, is a labeled aid to reading it. Whether to attach, what form the exhibit takes and whether a transcript may accompany it depend on your court's rules, so check them first.

In federal court, Rule 10(c) of the Federal Rules of Civil Procedure says: "A copy of a written instrument that is an exhibit to a pleading is a part of the pleading for all purposes." State courts have their own pleading rules. Check whether yours says a contract sued on must be attached or quoted, and read the local rules and any standing order on exhibits.

Preparing the exhibit

1. Use the best image. A color scan of the original, both sides, with the edges showing. If you hold only a photocopy or a phone photo, say so to the lawyer before the filing is drafted. The post on whether a scanned copy of a signed contract stands in for the original covers that question.
2. Leave the image alone. No cropping to the text, no contrast changes that remove a second ink, no annotations on the exhibit copy.
3. Check the court's technical rules. Courts set their own requirements for file format, size, color and text-searchability of filed PDFs. A page of handwriting may not yield a useful text layer, and the guide to a searchable PDF for court filing explains what courts ask for.
4. Screen for personal identifiers. An informal note may carry an account number, a birth date or a home address. Check the redaction rule that applies to your filing.
5. Keep the original safe. Note where the paper is stored and who has handled it since it arrived.

If a transcript goes in

Ask the lawyer whether the court permits or expects a typed version and how it should be presented. If one is attached:

• Head it "Typed transcript of Exhibit A, prepared by counsel for convenience. Exhibit A controls."
• Give it its own exhibit letter or mark it as an attachment to the exhibit, as the rules require.
• Keep the line numbers, so the pleading can cite "Exhibit A, line 5".
• Leave every bracket in. A transcript filed with [30 / 90] is accurate. One filed with "30" has taken a position on a disputed reading in a document the firm prepared.

Quoting in the body of the pleading

When the pleading quotes the agreement, quote the literal transcript, misspellings included, and cite the exhibit and line. If the pleading states the firm's reading of a doubtful word, the lawyer should make that an allegation in its own sentence and leave the quotation as the paper has it.

Before any of this, a client's handwritten agreement has to get from paper to a file you can work with. If you use an online tool for a first draft, read what it says about uploaded documents. Schema Law's commitments are listed under security on the homepage.