Is that WhatsApp ping your next contract?

Digital messaging platforms are ubiquitous in construction, used by project managers, contractors, and consultants for their speed and convenience. However, their informality creates significant legal risks, as quick messages can inadvertently form binding contracts.

The recent High Court case, Jaevee Homes Ltd v Fincham (t/a Fincham Demolition) [2025] EWHC 942 (TCC), clarifies whether WhatsApp messages can form legally binding contracts.

Jaevee Homes Ltd v Fincham (t/a Fincham Demolition) [2025] EWHC 942 (TCC)

Background

In Jaevee Homes v Fincham, the parties—a demolition contractor (Fincham) and a property developer (Jaevee Homes)—began their negotiations by email, discussing the scope of demolition works, pricing, and timelines. As the discussions progressed, they shifted to WhatsApp, exchanging messages about the details of the project.

On 17 May 2023, Fincham asked via WhatsApp: “Are we saying it’s my job mate so I can start getting organised mate,” to which Jaevee replied “Yes.” They also agreed payment terms via WhatsApp. Although Jaevee later sent a formal subcontract, it was never signed. Fincham proceeded with the demolition work as agreed, submitting invoices. When a dispute ensued between the parties, Fincham argued a binding contract had been formed through their WhatsApp exchanges.

The judgment

The High Court found that a binding contract was formed via WhatsApp as offer, acceptance, consideration, and intention to create legal relation were present in the parties’ exchanges. The court emphasised that the substance of the communications determines whether a contract exists.

Significance in English contract law

Agreements can form via informal communications like WhatsApp, email, or even orally, provided essential terms (scope, price, payment) are agreed. The court prioritises the substance of the exchange. Missing terms can be implied by statutory schemes like the Construction Act 1996, ensuring enforceability. This aligns with previous decisions, such as Golden Ocean Group Ltd v Salgaocar Mining Industries Pvt Ltd EWCA Civ 265, where an email-based contract was upheld.

Implications for the industry

Informal WhatsApp exchanges can create binding contracts, even if parties believe they are still negotiating or waiting for a formal document. This case should serve as a warning to those undertaking negotiations via these informal means to be aware of what they might be agreeing to. Most contracts need not be in writing nor signed by the parties for them to be binding. Communications should be marked as being ‘subject to contract’ with the contractual terms set out in written agreement.