The High Court recently found that a WhatsApp conversation constituted a legally binding contract.
Facts of the case
In Jaevee Homes Limited v Mr Steve Fincham [2025] Mr Fincham agreed to carry out the demolition of a former nightclub in Norwich for property developer Jaevee Homes. Mr Fincham sent Jaevee Homes a quote for the demolition works by email on 11 May 2023. Mr Fincham and Jaevee Homes then negotiated the quote via a series of WhatsApp messages, with a price of £248,000 being agreed on 17 May 2023. On 26 May 2023, Jaevee Homes sent Mr Fincham an email containing a form of sub-contract to be entered into between them and purchase order.
Mr Fincham argued that the contract was agreed on 17 May 2023 via WhatsApp, with payment to be made 28 or 30 days after an invoice was issued.
Jaevee Homes argued that the contract was agreed on the terms of the sub-contract and purchase order Jaevee Homes sent Mr Fincham on 26 May 2023, which included a payment schedule.
Mr Fincham issued four separate invoices. Jaevee Homes disputed them on the basis that the payment schedule in the sub-contract applied. The dispute was referred to an adjudicator, who found in Mr Fincham’s favour. When Jaevee Homes continued to refuse to pay the invoices, Mr Fincham sought to enforce the adjudicator’s decision. In response, Jaevee Homes sought declaratory relief against the adjudicator’s decision, arguing that the WhatsApp messages could not have formed a binding contract because they did not agree a start date, duration or all necessary aspects of the payment terms.
High Court decision
The judge found in Mr Fincham’s favour, concluding that the contract was formed on 17 May 2023. This was on the basis that the WhatsApp messages demonstrated agreement on the essential elements of the contract, including price, the final date for payment and the scope of work.
The judge rejected Jaevee Homes’ assertion that it was necessary to agree a start date and duration for a legally binding contract to be formed.
The judge noted that while the WhatsApp messages did not contain complete payment terms, an important objective of the Construction Act 1996 is to fill the gap if a construction contract does not contain appropriate payment terms. The contract was therefore capable of being concluded without detailed payment terms being agreed.
The Birketts view
This case serves as a warning that informal communications via digital platforms such as WhatsApp have the power to bind parties into contracts for significant sums of money.
To avoid unintentionally binding yourself to the terms of a contract that has been agreed informally, make sure all pre-contractual discussions are clearly labelled “subject to contract”.
If it is your intention to contract on your own standard terms of business, it is best practice to clearly bring your terms to the attention of the other party as early as possible, get express agreement from the other party to contract on those terms, and reject any conflicting terms that are proposed by the other party.
The content of this article is for general information only. It is not, and should not be taken as, legal advice. If you require any further information in relation to this article, please contact the author in the first instance. Law covered as at June 2025.
Key Contacts
The content of this article is for general information only. It is not, and should not be taken as, legal advice. If you require any further information in relation to this article please contact the author in the first instance. Law covered as at June 2025.