Be careful What(sApp) you agree to

In the recent case of Jaevee Homes v Fincham [2025] EWHC 942 (TCC), the court held that a one-word WhatsApp message created a legally binding construction contract worth a quarter of a million pounds.

For a contract to be formed, there needs to be five key elements:

• Offer; 
• Acceptance;
• Consideration (i.e. payment); 
• Intention to create legal relations; and 
• Certainty of the contractual terms.

After a site visit in April 2023, Steve Fincham (a demolitions contractor) provided Jaevee Homes Ltd (a developer) with a written quotation for the demolition of an old nightclub. The parties then exchanged emails and WhatsApps discussing details such as the scope, duration, and price of the works. In May 2023, the parties then exchanged the following WhatsApp messages:

[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

Despite their casual tone, the judge determined that these messages constituted an offer and acceptance of a binding contract. The judge found that there was sufficient certainty as to the essential terms of the contract by this point, such as the start date, scope of works, and price. Notably, the judge also commented that although payment terms had been agreed in this case, they were not necessary for a contract to be formed in circumstances where a statutory mechanism exists to fill those gaps.

Jaevee tried to argue that the contract was concluded on the basis of a sub-contractor agreement it sent to Fincham after the WhatsApp conversation. This agreement was never signed and, in any event, the court concluded that the contract had already been formed by that point without Jaevee’s standard terms being incorporated.

This case should serve as a warning to those engaging in negotiations via informal means such as WhatsApps and texts to consider what they might be agreeing to. Most contracts do not need to be in writing and do not need to be signed by the parties in order to be binding on them. To avoid prematurely entering into a binding contract, parties should ensure their communications are marked as being ‘subject to contract’ and that the contractual terms are then set out in a written agreement which is signed by the parties.

If you have any questions about contract formation or contractual disputes, please contact our Commercial and Technology team or our Dispute Resolution team.