Can a WhatsApp exchange constitute a binding contract?

The case of Jaevee Homes Ltd -v- Fincham (t/a as Fincham Demolition) [2025] EWHC 942 (TCC) provides a helpful reminder of the risks of using WhatsApp in your business relationships. In this case, the Court found that an informal WhatsApp exchange created a binding contract.  

The case involved a property developer who had engaged a contractor to demolish a former nightclub. Although negotiations had begun by email, the parties exchanged a series of WhatsApp messages which included confirmation that the contractor had won the tender, a start date, price and that monthly applications for payment were to be made.  

Nine days later, the developer emailed the contractor a purchase order and subcontract with different terms. Legal proceedings were brought due to a dispute over payment terms.  

The developer argued that the WhatsApp messages, whilst confirming that the contractor had won the tender, did not include agreement on other essential terms such as duration of the works.  

However, the Court found that the essential elements of contract formation were present, namely: offer, acceptance, performance and intention to create an agreement. Importantly, the Court stated that the developer did not expressly indicate that the final terms of the agreement between the Parties depended upon the incorporation of their standard terms of contract.  

The Court found that the WhatsApp messages, although informal, constituted a binding contract and therefore took precedence over the standard terms of the subcontract. 

Key takeaways for co‑operatives 

With democratic membership at the heart of co‑operatives, WhatsApp can easily become the forum for open discussion and consultations. Collaborative approaches to business and strong relationships with local partners can often mean that discussions take place over a mixture of formal and inform communication channels. So how can you safeguard against the risks and get the most out of your WhatsApp exchanges? 

1. Be very clear about the nature of the conversation  

The relaxed nature of WhatsApp lends itself to the belief that any business conversations conducted on the platform are informal and therefore, not binding. Clearly, this is not always the case. It is therefore very important to be mindful of how you communicate in that medium, whether that’s using text to express your agreement or using emojis and reactions to ‘like’ statements and proposals. Would an independent outsider believe  you have committed yourself to a final decision? 

Crucially, always explicitly state if you are in the process of negotiations, if any agreements in principle as ‘subject to contract’ and the final terms of a contract are to follow. This is worthwhile regardless of the relationship you hold with the other person and how long you have known one another. You cannot assume the other party will know formal contract terms will follow, just because you have dealt with them before. Template disclaimers can help to standardise this process – and clear policies will help colleagues to avoid common pitfalls. 

2. Confirm the points agreed   

As an instant messaging service, WhatsApp enables users to often ‘talk’ over one another and to reply to messages out of order, which may lead to a lack of clarity over what terms have been agreed. There is an added danger with WhatsApp – as messages can be edited within 15 minutes after sending and this function can be abused to create a misleading record. 

In this case, the developer repeatedly argued there was ‘no direct response to that’ or ‘no consensus was reached’ and that ‘the Parties were talking past one another on payment terms’. Despite this argument, the Court concluded there was still enough certainty on the key terms to create a binding contract.  

It is therefore essential to confirm the agreed terms and to distinguish these from discussion points and alternative proposals. This could be done with a follow up email, or message, setting out what has been agreed or what still needs to be agreed before the contract takes effect.  

3. Be certain of whom you are speaking to 

There are no ID checks or email signatures on WhatsApp, so you need to put safeguards in place to ensure you are talking to the right person. Does anyone else have access to their device? Does this person have authority to be making decisions which binds their organisation? How can you ensure this conversation is confidential? 

Technology continues to evolve and influence the way in which we conduct business day‑to‑day. Whilst this presents an opportunity to break down barriers and to work more efficiently, co‑operatives still need to be mindful that it is the content of the communication and not the method of communication that determines whether a binding contract has arisen. 

For more information and support, contact Emma Watt at [email protected].