Can a WhatsApp Message Form a Binding Contract? Key Lessons from Jaevee v Fincham
“It’s only a Whatsapp message – I haven’t really agreed anything”
In England or Wales, a binding contract is created where there are a number of elements in place:
an offer; and
an acceptance; and
consideration (something of value the parties exchange: money, services or a promise to do or not do something).
Those agreeing the contract have to have been clear about the terms (certainty) and they must have agreed an intention to create legal relations.
Those we represent often think that contracts have to be in writing. This is not so in English law. Contracts can be made orally by an exchange of correspondence, or they can arise from a course of conduct or behaviour.
The advent of new and varied methods of modern communication have meant the courts are having to grapple with the ever-changing landscape of modern business (and personal) dealings.
Email exchanges count. Provided all the constituent parts of formality are met there can be a binding contract.
That won’t come as a surprise to you, dear reader – I hardly ever engage by pen and paper these days…everything is digital including document signing and (not my field but evolving plans for new law) potentially even the formalities of a Will.
The High Court has recently decided that informal WhatsApp messaging can also result in a concluded contract between the parties.
Casual “chat” between a contractor and developer was enough to form a formal contract.
What happened?
In April 2023 a developer, Jaevee Homes Ltd, contacted Ben who traded as Fincham Demolition. They wanted Ben to do some demolition on a building site. Ben went to site to suss the job out.
A few days later Jaevee set out a spec and Ben quoted a week later.
The two sides exchanged more emails to discuss timing. They also had WhatsApp chats to negotiate price but didn’t agree on a deal.
WhatsApp conversations continued. Ben lowered the quoted price. Jaevee were still waiting for another tender.
Then comes the key exchange. It was very simple. A few taps of the fingers of the respective negotiators:
(Ben) “Are we saying it’s my job mate so I can get start getting organised mate”
….and two and a bit hours later…
(Jaevee) “Yes”.
So there it was. A done deal.
The developer sent some documents over some days later and then the contractor started work.
The legal dispute
Ben claimed the WhatsApp exchange sealed the deal.
Jaevee argued that no contract existed until their paperwork was emailed after that exchange and was accepted by Ben only when the work began.
High Court ruling
- Both parties had agreed on the scope, timing, and price for the work.
- There was no sign that Jaevee wanted to wait for formal terms before finalising the deal.
- The WhatsApp exchange showed clear intent to proceed.
- Later documents didn’t override what had already been agreed.
This meant the contractor didn’t need to accept new terms just because they were sent afterwards.
Why this might matter to you?
In many industries, particularly construction, deals are often made over messaging platforms. On this occasion it was Whatsapp but any platform would seem to be ripe for exchanges that could be similarly interpreted.
Simple messages can carry legal weight.
If your chat shows mutual agreement on key details—like what work is being done, how much it will cost, and when it will happen—then it might be a contract.
That might work in your favour or very much against it but you do need to be clear how strong your claim is or how strong your defence of a claim made against you actually is.
Bonus tip
This case also highlights that sending contract terms after a deal is done won’t always help. Once a contract is in place, you can’t change the contract by simply sending over a clutch of terms and conditions which you decide you want to include if they alter the fundamentals of the agreement already reached.
Help available
I have been a litigation solicitor for over 30 years. Most claims I see do not involve finely poised legal issues like this but disputes come in all shapes and sizes…as do the businesses I help.
Here is my email if you want to make contact and ask about a contractual problem or claim you are involved in: Adrian.samuel@jonathanlea.net
Here is the case reference if you want to delve deeper into that: Jaevee Homes Ltd -v- Fincham (t/a as Fincham Demolition) [2025] EWHC 942 (TCC)
…legal cases are always a very good cure for insomnia.
Image credit: Pixabay
This article is intended for general information only, applies to the law at the time of publication, is not specific to the facts of your case and is not intended to be a replacement for legal advice. It is recommended that specific professional advice is sought before relying on any of the information given. © Jonathan Lea Limited.