Can informal communications by WhatsApp lead to a legally binding contract?

Businesses are increasingly using WhatsApp messages as a way of conducting commercial negotiations. There are some misconceptions that the typical informality of WhatsApp messaging means that relevant exchanges of WhatsApp messages cannot or do not lead to concluded contracts. However, in the recent case of Jaevee Homes Ltd v Fincham (t/a Fincham Demolition) [2025] EWHC 942 (TCC), the Technology and Construction Court concluded that an exchange of WhatsApp messages did give rise to a legally binding contract.

The case also concerned the payment elements of the Scheme for Construction Contracts (England and Wales) Regulations 1998 (SI 1998/649) (Scheme for Construction Contracts) and how to determine whether a payment notice is valid for the purposes of the Housing Grants Construction and Regeneration Act 1996 (Construction Act 1996). Whilst the case will be of most interest to developers and construction businesses, all commercial parties should be alert to the possibility that exchanges of WhatsApp messages (which are typically considered to be informal communications) can in fact result in parties forming legally binding agreements.

Facts of the case

Jaevee Homes was a developer and instructed the defendant, Fincham Demolition, to carry out demolition works at a nightclub in Norwich. Following a site visit and over the subsequent period of 1-2 months, the parties discussed various issues by email, including the scope, sequencing and duration of the works, the price, and a quotation, and then they moved the conversation to WhatsApp.

The Court ruled, in the defendant’s favour, that the exchange of communications by email and WhatsApp messages “whilst informal, evidenced and constituted a concluded contract”. In particular, the Court considered that the following exchange of WhatsApp messages was evidence of a concluded agreement: (Defendant): “Ben Are we saying it’s my job mate so I can start getting organised mate” (Claimant): “Yes”.

With the parties having agreed the scope of works, the price and payment terms, that works should be started as soon as possible and when the Defendant would start on site, the Court held that that was all that was needed to create a contract in the construction context and that the common law and statute law would be applied to fill in any contractual gaps.

The decision is in line with the 2024 case of Southeastern Maritime Ltd v Trafigura Maritime Logistics Pte Ltd [2024] EWHC 255 where, during the negotiation of a charterparty arrangement, the parties used both emails and WhatsApp messages and very informal language. The Court there rejected “the suggestion that the message should in some way be disregarded, or is somehow of less significance, because it came via WhatsApp rather than e-mail. There is nothing in the prior correspondence which indicates that messages, conveying the position of the Owners, could not be sent by WhatsApp, or that this was in the nature of an unofficial channel.”

Implications for businesses

Jaevee Homes and Southeastern Maritime illustrate the significant risks associated with using informal messaging platforms such as WhatsApp for business communications. Not only is there the potential for unintentionally forming a legally binding contract but also for ambiguity around key contractual matters (such as pricing, timelines, and payments). Jaevee Homes makes it clear that the courts will be prepared to apply the common law and statute law (in that case, the Construction Act 1996) to imply terms into the contract to fill in the gaps. However, the implication of terms can easily lead to less than optimal commercial results, hence why so much time and effort is typically expended on the agreement of express contractual terms.

How can businesses avoid unintentionally creating a binding contract?

Businesses should seek to do the following when engaging in communications and/or negotiations with other parties:

• Train staff on how to navigate the use of informal communication channels such as WhatsApp when conducting business negotiations and the dangers of committing the business to unfavourable contractual terms.
• Make it clear to the other parties at the outset that any contract eventually entered into will have to be formalised in writing and signed by all parties.
• Define what documents will form part of the contract, state that any pre-contract negotiations do not form part of the contract, and mark any pre-contract correspondence as “subject to contract”.

If you have any questions or concerns about commercial contracts, please contact Commercial lawyer Nick Scott.