Following the case of Jaevee Homes Limited v Mr Steve Fincham [2025] EWHC 942 (TCC) the High Court have again confirmed that contracts can be binding through messaging apps.
This case shows demolition works agreed via WhatsApp messages. Even though no formal written contract was signed, the messages clearly outlined a start date, scope of works and a requirement for Fincham to submit monthly payment requests.
The court focused on the practicalities of the business relationship and viewed the messages as an existing contract, rather than pre-contractual discussions, which would not be binding. This case is a reminder that parties are to be careful in the way they conduct themselves through messaging apps to not inadvertently enter into binding agreements, which can later be enforced.
The court held that a construction contract was formed through WhatsApp messages exchanged on 17 May 2023, despite the informal and conversational tone of the messages, due to the message exchange showing evidence of an offer and acceptance, with the intention to create legal relations as well as agreed scope of works, a price and the payment terms. The court confirmed that despite absence of a formal written contract, missing terms such as duration or precise start could be implied.
Under the Construction Act 1996 and Scheme for Construction Contracts Regulations 1998, any gaps in agreed terms are filled by statutory provisions. Therefore, as the contract was agreed, some terms were filled in by statutory provisions. Also, the court held all four of Fincham’s invoices were valid payment applications or default payment notices, as Jaevee failed to issue pay-less notices. However, since only one invoice per month was agreed, one of the four invoices was invalid, as it was issued too soon.
Conclusion
In summary, even informal messaging apps like WhatsApp can seal binding contracts if key terms are agreed, as it is a digital trace of an agreement. Therefore, it is vital that all parties must remain mindful of this risk when speaking about works via messaging apps to avoid entering a binding agreement unintentionally.
Please note. The information provided on this website is NOT LEGAL ADVICE and is for information purposes only. No action or inaction should be taken due to this information, or any reliance placed upon this information. Please note where legal advice is required this should be obtained by an appropriate qualified legal practice and no information provided within this website should form the basis of any legal, contract, or commercial decision. K J Taylor Consulting Ltd. is a commercial quantity surveyor and not a construction legal advisor.
