A recent decision in the Technology and Construction Court has confirmed that informal exchanges over WhatsApp can constitute a legally binding contract. The decision in Jaevee Homes Ltd v Steve Fincham (t/a Fincham Demolition) [2025] EWHC 942 (TCC) is a reminder of the legal weight courts may attach to social media communications.
Background to the Jaevee Homes v Fincham case
Jaevee Homes Ltd approached Fincham Demolition to carry out some demolition works at a nightclub in Norwich. In early 2023, discussions between the parties initially took place over email, including work scope, quotations and a proposed written sub-contract, but no formal agreement was ever signed.
In May 2023, the parties shifted their correspondence to WhatsApp, which continued discussions about the proposed works. Fincham Demolition began the work after the WhatsApp exchange and subsequently issued invoices for the work completed. Some of the invoices were paid, although the dispute arose when Jaevee Homes argued the invoices were not payable as no payless notices had been served.
Can WhatsApp messages form a binding contract?
The matter went to adjudication, where it was held the WhatsApp messages concluded the contract. The adjudicator found the messages clearly confirmed an agreed sum for the contract based on earlier quotations and the parties’ words and conduct demonstrated a clear intention to create legal relations.
The Adjudication decision: WhatsApp messages as a contract
The adjudicator determined that:
- a valid contract was formed through WhatsApp messages, and
- the invoices were payable despite the lack of a formal written agreement.
High Court Judgment: enforcing WhatsApp agreements in construction disputes
Jaevee Homes refused to pay the sums due under the adjudication decision, so Fincham Demolition sought to enforce the decision in the Technology and Construction Court. Jaevee Homes then issued a Part 8 Claim claiming that no contract was concluded by the WhatsApp messages and the contract was concluded only after the formal Purchase Order and Subcontract were subsequently sent. Jaevee therefore argues that the invoices issued by Fincham Demolition were not valid payment applications as they were not in compliance with the terms of the Subcontract.
The High Court disagreed and ruled in favour of Fincham Demolition, confirming the WhatsApp exchanges “evidenced and constituted a concluded contract”.
Key findings on informal agreements
Agreement on the scope of works and price – the essential terms had been agreed.
Implied duration of works in construction contracts – works could be implied to be completed within a reasonable period.
Payment terms and the statutory scheme (HGCRA 1996 – or Housing Grants, Construction and Regeneration Act 1996) – gaps could be filled by legislation.
Exclusion of standard contract terms – there was no requirement to incorporate Jaevee’s standard terms.
Validity of payment notices and invoices – invoices met statutory requirements, although only one could be raised per payment cycle.
Why informal messages can still create binding contracts
This case highlights that WhatsApp, email, or other messaging platforms are not “casual” in the eyes of the law. If the essential terms of a contract are present and there is intention to create legal relations, the courts may enforce the agreement even without a signed document.
Practical lessons for businesses on WhatsApp and contracts
Be cautious in informal WhatsApp or email exchanges – what you type can have contractual force.
Don’t rely on the absence of a signed contract – the absence of a formal document does not prevent enforceability.
Mitigating risks in informal contract negotiations – always clarify when discussions are “subject to contract” and seek legal advice before commencing work.
Conclusion: WhatsApp contracts and enforceability in UK Law
This decision serves as a reminder of the shift in how modern communications are treated in legal disputes and that a contract can be concluded before a formal agreement has been signed. Given the rise in use of informal platforms in business dealings, the courts are increasingly willing to find they can create binding legal obligations.
The key takeaway: never assume informal messages are risk-free. If essential terms are agreed, you may already be in a legally binding contract.
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