Key takeaway

Yes. A binding contract can be formed through WhatsApp messages where the parties have objectively agreed the essential terms and intend to create legal relations. In Jaevee Homes Ltd v Fincham [2025] EWHC 942 (TCC), the Court found that the parties had already concluded a contract through emails and WhatsApp messages before formal subcontract documents were sent. The later standard terms did not become part of that agreement merely because they were subsequently provided.

At Barnes Law, we regularly hear a version of the same story from clients. They tell us, with total confidence, that they never actually signed a contract. The deal was done over WhatsApp, the works started, everyone knew what was expected, but the formal paperwork never quite got finished or signed off. They worry that there is no binding contract in place to protect them.

English law does not agree, and Jaevee Homes Ltd v Fincham [2025] EWHC 942 (TCC) is a useful illustration of why.

The case, decided in the Technology and Construction Court, confirms that a contract can be formed through informal digital communications before anyone has seen, let alone signed, a formal agreement.

It is a case that every business operating in construction, and frankly any sector that negotiates deals informally before the paperwork catches up, should read carefully.

For another example of the legal significance that can attach to informal digital communications, see our article on whether a thumbs-up emoji can have legal effect.

What are the requirements for a binding contract?

Before getting into the facts, it is worth going back to basics.

At its core, a contract generally requires four elements:

• Offer – an offer is made.
• Acceptance – the offer is accepted.
• Consideration – something of value is given in exchange for a promise.
• Intention to create legal relations – the parties intend to enter into a legally enforceable bargain.

Nowhere in that list does it say “a document, signed by both parties, headed Contract.”

That is the trap. Businesses assume that because nobody has signed anything, they are still in the realm of negotiation.

The law does not necessarily see it that way. If the necessary ingredients are present and the parties have objectively reached agreement, a binding contract can arise without a formally executed document.

For more on why reducing commercial arrangements to clear written terms remains important despite this, see our article on the importance of a well-drafted contract.

How was a contract formed through WhatsApp in Jaevee Homes v Fincham?

Jaevee Homes approached Fincham Demolition to carry out demolition works at a former nightclub in Norwich.

The early conversations took place over email. Then, as often happens once people feel comfortable with each other, the discussions moved to WhatsApp.

On 17 May 2023, the messages addressed whether Fincham had the job and discussed payment arrangements. The Court ultimately found that the agreement had been concluded through the earlier emails and the WhatsApp exchanges by that date.

It was informal. It was quick. It was the kind of exchange most of us send between meetings without a second thought.

A few days later, Jaevee Homes sent over a purchase order and subcontract documents setting out its standard terms.

Fincham did not accept those documents in writing. It simply got on with the works.

Invoices followed. Some were paid. Some were not. A dispute then arose over which agreement actually governed the relationship: the basic contract already formed through the parties' communications, or the subcontract documents that arrived later.

Fincham took the unpaid invoices to adjudication and succeeded. Jaevee Homes subsequently brought proceedings in the TCC concerning the contractual terms and validity of the payment applications.

Can informal WhatsApp messages create a legally binding contract?

Yes. The Court held that a binding contract had already been formed through the parties' written communications, including their WhatsApp messages.

The informal nature of the exchange did not prevent a contract being concluded. The question was what the parties had objectively agreed through their communications and conduct.

The Court found that there was already sufficient agreement concerning the demolition works and payment arrangements to create a basic contract. The subsequent formal subcontract therefore did not become the contractual basis merely because Jaevee later sent it.

The wider point is straightforward: a contract does not need to look like a contract.

WhatsApp, email and other forms of electronic communication can contain the offer, acceptance and other elements required to create enforceable obligations.

Can standard terms sent later become part of an existing contract?

Not automatically. This is one of the most commercially important aspects of the decision.

Jaevee Homes subsequently sent documents containing its standard subcontract terms, but the Court found that the parties' agreement had already been concluded beforehand. Once a contract has been formed, one party cannot generally introduce a new set of contractual terms simply by sending them to the other party.

That means businesses that want their standard terms to govern a transaction should ensure those terms are introduced and incorporated before the contract is concluded. Sending them afterwards and assuming they will apply can leave a business operating under a considerably simpler agreement than it expected.

This is also why apparently routine contractual provisions should not be treated as paperwork to tidy up after the commercial deal is done. See our article on why boilerplate clauses matter.

Do all contractual terms need to be agreed before a contract is binding?

No. Another important point from Jaevee Homes is that a contract does not necessarily fail merely because the parties have not agreed every possible detail.

In construction contracts in particular, statutory provisions can sometimes supply mechanisms where the parties' agreement is incomplete.

The important question is whether the parties have objectively reached a sufficiently certain agreement to create legal obligations.

This makes informal negotiations particularly risky. Parties may believe that unresolved details mean negotiations are continuing, while their communications as a whole demonstrate that they have already agreed enough to create a contract.

What did the Court decide about the payment applications?

The dispute also concerned four invoices issued by Fincham.

The Court ultimately found three of the four to be valid payment applications. The fourth was ineffective because of the applicable payment cycle rather than because there was no underlying contract.

The payment dispute therefore illustrates a separate practical point: once a contract has arisen, the parties need to understand precisely what payment procedure governs it.

Where formal contractual machinery has not been agreed, statutory provisions may become relevant and produce consequences neither side anticipated when the informal arrangement began.

What does Jaevee Homes v Fincham mean for businesses using WhatsApp?

The first lesson is that contracts can be formed earlier than parties expect. Most construction projects, and many commercial deals more generally, begin life as a series of informal conversations before anyone sits down to produce a formal contract.

The moment the relevant terms are objectively agreed, a business may find itself bound whether or not it has got around to signing anything. WhatsApp, text messages and other instant messaging platforms make this particularly easy. They are fast, informal and do not naturally encourage anyone to stop and ask: “Have we just agreed the deal?”

The second lesson is that standard terms cannot simply be bolted on afterwards. If a binding contract already exists by the time those terms arrive, and the other party does not subsequently agree to them, they may not form part of the contract at all.

The third lesson is that a contract does not need to look like a contract. A formally drafted, signed document is often the best way to create certainty, but it is not generally a prerequisite to contractual liability.

How can businesses reduce the risk of accidentally forming contracts over WhatsApp?

Businesses that negotiate commercial terms through messaging apps should treat those communications with considerably more care than their informality suggests.

If negotiations are not intended to be binding until a formal agreement is signed, say so clearly. Using “subject to contract” wording can help demonstrate that the parties do not yet intend to create legal relations, although the communications and conduct as a whole still matter.

Standard terms should be supplied before agreement is reached, not once work has started. Businesses should also consider who within the organisation has authority to agree commercial terms through WhatsApp, email or other messaging platforms and whether internal policies make that clear.

Most importantly, treat any message confirming scope, price, payment, timing or that a party has “got the job” as potentially significant.

The exchange may take only a few seconds to send. If a dispute arises later, it may receive considerably more attention.

If you are unsure whether an informal agreement is already binding, or are dealing with a dispute over unsigned contractual terms, Barnes Law’s Commercial Litigation and Dispute Resolution team advises on contractual formation, interpretation and commercial disputes. For more information, please contact our Commercial Litigation and Dispute Resolution team to discuss how we can support you.

Written by Barnes Law Managing Partner Yulia Barnes.