Summary

• The High Court in Jaevee Homes Ltd v Fincham [2025] EWHC 942 (TCC) confirmed that WhatsApp messages between a property developer and a contractor created a binding contract.
• Scope of works, price, and payment terms were settled in messages, which were enough to constitute an offer, acceptance, consideration, and intention to create legal relations.
• The subcontract Jaevee Homes later circulated did not override the contract already concluded through WhatsApp exchanges.
• Casual digital communications can be enforced as binding agreements, even without a signed document or detailed formal terms.
• Businesses should mark communications’ subject to contract’ and ensure clarity to avoid accidentally creating binding obligations through emails, texts, or messaging apps.

The High Court’s decision in Jaevee Homes Ltd v Fincham [2025] EWHC 942 (TCC), delivered in April 2025, is a reminder that an agreement made on WhatsApp can be legally binding.

Commercial contracts are increasingly formed through emails, texts, and messaging platforms, where speed often matters more than formality. While such informality offers flexibility and efficiency, it also carries serious risk. Parties may bind themselves to contractual terms without fully realising it, resulting in the need to do some serious explaining to the Board.

Let’s look at the lessons we can learn from the cautionary tale of Jaevee Homes Ltd v Fincham.

Background to the case

The case involved Jaevee Homes Ltd, a property developer, and Steve Fincham, a demolition contractor. Negotiations began with Fincham providing quotations for the works. Jaevee Homes pushed back on price, and the two sides haggled over the figure. On 17 May 2023, they exchanged WhatsApp messages in which they reached an agreement on the scope of work, the contract price, and when payment would be due.

Only later did Jaevee Homes issue a set of formal subcontract documents by email. By that time, Fincham had already started the demolition work. He raised invoices for his services, some of which were paid. A dispute then arose as to whether the invoices were valid payment applications under the legislation governing construction contracts. Jaevee Homes argued that no binding contract had been concluded on WhatsApp and that the subcontract should govern the relationship. Fincham disagreed, and the matter was referred to adjudication.

To further complicate matters, Fincham served a Statutory Demand concerning the monies owed. Jaevee Homes successfully applied for a court injunction to prevent a Winding Up Petition being launched by Fincham, which led to Fincham having to pay £18,000 in costs.

As you can imagine, the relationship between the two parties was not the best by the time they reached adjudication.

The Adjudicator’s decision

The Adjudicator concluded that an agreement made on WhatsApp can be legally binding:

“It is my finding that the WhatsApp messages concluded the Contract. They cannot in my view be interpreted as pre-contract discussions.”

Fincham was awarded £145,896.31, plus interest and costs. Jaevee Homes never paid, so a claim was brought in the Technology and Construction Court (TCC).

The legal issue for the court

The court had to decide whether an agreement made on WhatsApp can be legally binding, given the facts of the case.

For a contract to be formed, there must be an offer, acceptance, consideration (what each party gains from one and other by entering the contract; normally payment for services or goods supplied), and intention to create legal relations.

The court’s decision

Mr Roger ter Haar KC held that a binding contract had been made through the WhatsApp exchange.

The Claimant argued that there was no agreement regarding the duration of the work. The court stated that this was not an essential element of a construction contract. In addition, there was no need to have a precise start date or formal payment terms to form a legally binding contract [para 87-89].

There was no requirement for a signed document once the parties’ conduct and words demonstrated a clear intention to contract. Mr Roger ter Haar KC reasoned that, subject to an exchange a few minutes later clarifying the payment terms, the contract was concluded with the following WhatsApp messages [para 98]:

“[17/05/2023, 16:34:43] Steve Fincham: Hi Ben How did you get on mate is the job mine mate

[17/05/2023, 16:38:32] Ben James: Can you start on Monday?

 [17/05/2023, 16:55:06] Steve Fincham: I can start with getting the scaffolding sorted and stuff on Monday mate but men will start the following Monday Tom needs to get the scaffolders there on Monday too mate to alter the scaffolding with ladder beams above the door way and make gates into the hoarding to get the equipment in He will know what we are talking about mate Appreciate this work I really do Ben

[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

The subcontract put forward by Jaevee after this exchange did not alter matters. By the time it was circulated, a contract had already been concluded. The judge rejected Jaevee’s submission that the subcontract terms should apply.

What does the decision in Jaevee Homes Ltd v Fincham mean for business owners and company directors?

This case makes clear that an agreement made on WhatsApp can be legally binding if it records the essential elements of a contract. Businesses should be careful when discussing the scope of work, pricing, and payment processes through digital platforms, as courts will enforce such agreements if the communications amount to an offer, acceptance, consideration, and an intention to be legally bound being present.

Ambiguity proved costly in this case. Jaevee assumed that later formal documents would control the arrangement, but the court looked at the earlier WhatsApp exchange instead. Attempts to formalise a contract after the fact will not succeed if the essential terms have already been agreed.

Although the case arose in the construction sector, its reasoning applies more widely. In industries where deals are frequently struck quickly and informally, the courts will treat digital communications as capable of forming binding obligations. The emphasis is on the parties’ intention and conduct rather than the formality of paperwork.

This is a significant development for businesses that rely on quick negotiations. A casual “yes, agreed” in an email or messaging platform can bind a company just as firmly as a signed contract.

How can I protect myself from accidentally forming a contract through WhatsApp, text, or email?

• Treat all significant communications as potentially legally binding.
• Record the essential terms, including scope, price, and payment, as early as possible.
• State clearly that no agreement will exist until a formal document is signed.
• Ensure the wording ‘subject to contract’ is included where wording could be interpreted as an offer or acceptance of terms.
• Keep messages consistent across platforms.

The case is a timely warning that an agreement made on WhatsApp can be legally binding. To avoid contract-related disputes, be precise in your communications, make informal statements’ subject to contract’, and recognise that even a WhatsApp message may create a binding commercial relationship.

FAQs

Can WhatsApp messages really form a legally binding contract?

Yes, as confirmed in Jaevee Homes Ltd v Fincham.

What are the ‘essential elements’ in a contract?

Although commercial contracts are infinitely varied in length, terms, and complexity, all contracts must contain the following.

• Offer
• Acceptance
• Consideration
• The capacity to enter a legally binding agreement
• An intention to create legal relations

Do I need a signed contract for an agreement to be valid?

Not necessarily. A contract can be binding if the parties’ conduct and communications demonstrate agreement and intention, even without a signed formal document.

How can businesses avoid accidentally entering into contracts through digital communications?

Always clarify when negotiations are ‘subject to contract.’ Avoid confirming key terms in casual exchanges unless you intend to be bound and keep messages consistent across platforms.

Does this decision only affect the construction industry?

No. Although this case arose in construction, the principle applies across all sectors. Any business using digital platforms for negotiations risks forming enforceable contracts through informal communications.

To find out more about how we can help you deal with or avoid directors’ disputes, info@43legal.com or phone 0121 249 2400.

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 43Legal.

Melissa Danks is the founder of 43Legal. She has over 20 years’ experience as a solicitor working within the legal sector dealing with issues relating to risk management, dispute resolution, and advising in-house counsel in SMEs and large companies. Melissa has extensive expertise in providing practical, valuable, modern legal advice on large commercial projects, joint ventures, data protection and GDPR compliance, franchises, and commercial contracts. She has worked with stakeholders in multiple market sectors, including IT, legal, manufacturing, retail, hospitality, logistics and construction. When not providing legal advice and growing her law firm, Melissa spends her time running, walking in the countryside, reading and enjoying downtime with close friends and family.