WhatsApp Messages: Did They Form a Contract?
The electronic age in which we live and conduct business has, from time to time, raised important issues relating to the formation of contractual agreements. The historical recital ‘signed, sealed and delivered’ now has a lesser meaning in the context of modern commercial dealings.
E-signatures are now generally accepted, both practically and in law; and there are best practice guidelines for their use in business. But can a legally binding commercial contract be formed by way of messages via WhatsApp or similar platform? That was the issue in a recent case1 that businesses will find helpful.
What’s the background?
Negotiations took place over several weeks between a demolition contractor and the claimant property developer in Norwich, for the demolition of a nightclub. The contractor quoted a total figure of £256,000 for the works.
After various communications by email and WhatsApp, the contractor reduced the price and while further messages were being exchanged, preparation work was being put in place. Subsequently, a formal contract was sent through to the contractor.
A dispute arose concerning various invoices. An adjudicator concluded that the WhatsApp messages concluded the contract; and that those messages could not “be interpretated as precontract discussions”. These messages confirmed an agreed contractual sum of £248,000 +VAT (with a process for invoicing).
The adjudicator decided that the developer should pay £145,896.31to the contractor. Payment was not forthcoming and the contractor therefore issued enforcement proceedings.
In the Technology and Construction Court, the contractor argued that the contract was formed on 17 May via the WhatsApp messages – when the developer was told ‘Yes’, when asked if the job was his. But the developer countered with 26 May as the date of formation – the date on which a formal contract was emailed to him.
The judge concluded that the WhatsApp messages “whilst informal, evidenced and constituted a concluded contract” on 17 May. It was a basic contract with the basic elements of an offer; acceptance by conduct; and consideration. Under it, the contractor was entitled to issue monthly applications for payment, to be paid within 28-30 days.
The contractor was therefore entitled to payment.
What does this mean?
Businesses are reminded that contracts do not have to be formalised in writing to be legally binding. This case is a clear illustration that informal negotiations and exchanges via email, WhatsApp, text and other platforms can, inadvertently, lead to a legally binding contract – even in its most basic terms.
It is wise to take legal advice particularly when involved in high value negotiations, where various methods of communication are utilised. Prefacing messages with ‘subject to contract’ can also reduce the risk of one party seeking to assert that a contract has been formed.
1Jaevee Homes Ltd v Fincham (t/a Fincham Demolition) [2025] EWHC 942
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