In today’s digital age, instant messaging apps such as WhatsApp, iMessage, and Slack are widely used for both personal and professional communication. But can WhatsApp messages form contracts in the UK? A recent High Court case shows that the answer is yes – even a short message or 👍 emoji could potentially create a legally binding agreement.
The recent High Court case, Jaevee Homes Ltd v Fincham (t/a Fincham Demolition), confirms that even informal WhatsApp exchanges can, in certain circumstances, constitute a valid and enforceable contract.
Case Background: One Message, One Project
The claimant, Jaevee Homes Ltd (“J Company”), is a property development company. The defendant, Steve Fincham, operates Fincham Demolition (“F Company”).
On 17 May 2023, F Company sent a quotation to J Company for demolishing a former nightclub. The parties then discussed start dates and payment terms via WhatsApp. J Company replied, “You’ve got this job,” which F Company understood as acceptance. F Company prepared the work and issued invoices accordingly.
Later, J Company sent a formal subcontract with payment terms differing from the WhatsApp discussions. F Company declined to sign, asserting that the original WhatsApp agreement reflected their understanding. Dispute over payment ultimately went to court.
Court’s Decision
J Company argued that the WhatsApp messages were informal and lacked essential terms.
The court disagreed. The judge held that the WhatsApp exchange contained all contract essentials: offer, acceptance, consideration, intention to create legal relations, capacity, and certainty. J Company’s message was a clear acceptance, not casual conversation.
The court noted that exact start and completion dates were not required, as they could be inferred from industry practice. Payment gaps could be filled using the Housing Grants, Construction and Regeneration Act 1996 and the Scheme for Construction Contracts.
Ultimately, the court confirmed that the WhatsApp conversation on 17 May 2023 formed a complete and legally binding contract. J Company’s later formal contract, without F Company’s consent, did not override the original agreement.
Why Messaging Apps Can Create Contracts
UK contract law does not require a formal signature. A contract can be enforceable if the following elements exist:
- Offer – one party proposes terms.
- Acceptance – the other party unconditionally agrees.
- Consideration – both parties give something of value.
- Intention to Create Legal Relations – parties genuinely intend to be bound.
- Capacity – parties are legally able to contract.
- Certainty and Completeness – terms are clear and unambiguous.
In this case, the WhatsApp messages confirmed work, start dates, and payment, with both parties acting in good faith. Even a thumbs up emoji can signify agreement.
Lessons from the Case
Other UK and international cases, including Southeaster Maritime Ltd v Trafigura (2024) and Achter Land & Cattle Ltd v South West Terminal Ltd (Canada, 2024), have confirmed the legal significance of messaging app communications.
To avoid accidentally forming a contract online, businesses should:
- Be cautious with chat messages – avoid words like “confirmed” or “no problem” unless you intend to form a contract. Use “for discussion only” or “subject to contract.”
- Use clear disclaimers – indicate when messages are non-binding.
- Train staff – ensure employees understand which messages can constitute legal commitments.
- Keep records – save chat logs or screenshots as potential evidence.
- Include an Entire Agreement clause in formal contracts – stating that the contract supersedes all prior communications.
Conclusion
In the digital era, contracts are no longer confined to paper or boardrooms. A single message or emoji can carry legal consequences in the UK.
By communicating clearly, implementing professional policies, and using formal agreements, businesses and individuals can protect their legal rights.
For expert advice on digital contracts, business agreements, and litigation matters, contact our Business Law and Litigation teams. Our experienced solicitors help UK businesses navigate complex contractual issues, resolve disputes, and ensure compliance with UK contract law.
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