A Message Away From A Contract?

In the recent case of Jaevee Homes Limited v Mr Steve Fincham (trading as Fincham Demolition) [2025] EWHC 942 (TCC), the Technology and Construction Court confirmed that a WhatsApp exchange formed a valid construction contract. It also upheld that subsequent invoices constituted valid payment notices under the contract.

This judgement reaffirms the core principles of contract formation and serves as a timely reminder that in today’s digital landscape, where more and more commercial conversations take place via informal messaging apps, a legally binding contract could be just a message away.

Facts

In early 2023, Jaevee Homes (the “Claimant”) approached Fincham Demolition (the “Defendant”) to carry out demolition works at a former nightclub in Norwich. Emails were exchanged regarding the work scope and price and the Defendant provided a quotation to the Claimant, but no formal agreement was signed.

The key exchange took place on 17 May 2023, via WhatsApp:

“[17/05/2023, 17:43:15] Steve Fincham: Ben Are we saying it's

my job mate so I can start getting organised mate

[17/05/2023, 20:06:42] Ben James: Yes”.

Shortly afterward, on 26 May 2023, the Claimant emailed the Defendant a formal sub-contract and purchaser order, however these documents were never signed or acknowledged.

Once works commenced, the working relationship between the parties broke down and the parties fell into dispute. The Defendant submitted four payment applications in June, which the Claimant argued breached the “monthly” payment agreement. The Claimant insisted the written sub-contract governed the relationship and that the applications were invalid. The Defendant maintained that the contract was agreed via the exchange of WhatsApp messages on 17 May 2023.

The dispute proceeded to adjudication, where the adjudicator held that a valid contract had been formed through the WhatsApp messages. The Claimant challenged that decision by bringing a Part 8 Claim in the High Court.

The Court’s Decision: Contract Formation Via WhatsApp Confirmed

The High Court upheld the adjudicator’s findings. Despite the informal and conversational tone, the messages reflected the key elements to create a contract:

• Clear offer and acceptance
• Consideration (payment for demolition services)
• Intention to create legal relations, and
• Certainty (e.g. key terms such as scope, price and payment).

Importantly, of particular note was that the absence of a signed contract or detailed terms (such as a precise start date or formal clauses) did not prevent the formation of a legally binding contract.

Why this case matters: The legal risk of informal communication

This case confirms that informality will not protect you, a quick informal chat can lead to the creation of a binding formal contract if it contains the core elements of a contract.

So whilst the decision in this case confirms what we already know, reaffirming the established principles of contract formation, it serves as a sharp warning about how those principles now apply in the digital age and the increasing challenges posed by modern modes of digital communication.

While the English courts have yet to issue a definitive ruling on whether emoji’s can amount to acceptance or agreement, it also remains to be seen how the courts will address other emerging risks such as the use of voice notes, disappearing messages and AI generated communications in enforceable agreements.

It is therefore increasingly important that all communications, however informal are treated with intentionality and clarity.

BESA Members Take Note

Quick, casual messages may bind your business to contractual terms if it contains the essential elements of a contract.

Even if negotiations begin informally (e.g. via WhatsApp or text), follow up with a formal written agreement that clearly states what constitutes the full agreement, confirm any terms that override or replace earlier informal discussions and establish clear payment terms, and other contract mechanisms.

Review how your team communicates and uses different digital messaging platforms internally and externally. It is good practice to agree in writing with other parties on the designated platforms for key communications and decisions. Consider implementing internal policies or staff training on digital communications in commercial contexts.

The BESA Legal and Commercial team is here to help. If you are unsure whether something constitutes a contract or would like us to review or draft your contractual documents – get in touch!

To speak to an expert about any of your contractual or legal concerns now, contact the BESA team by emailing: legal@thebesa.com or calling: 020 7313 4919

Read more about legal services here: www.thebesa.com/besa-member-support/legal