Beware what you promise on WhatsApp – it could be a binding contract

A recent ruling from the Technology and Construction Court (TCC) has spotlighted how WhatsApp or similar types of messages can be interpreted as binding contractual communications, even in the absence of any formal documentation. This means it’s time to review your firm’s use of such platforms.

In Jaevee Homes Ltd vs Fincham (2025), the court concluded that a series of informal WhatsApp messages between a developer and a contractor was evidence of a contract, despite the absence of a signed agreement or formal documentation. This case serves as a wake-up call for anyone in the construction industry and beyond who relies on WhatsApp and other informal messaging platforms for everyday business communication.

The background

Jaevee Homes had been in contact with Mr Fincham, a demolition contractor trading as Fincham Demolition, about work on a development site in Norwich. While the parties originally exchanged communications over email, the exchange then moved to WhatsApp.

On 17 May 2023, Mr Fincham sent a message asking: “Are we saying it’s my job mate so I can start getting organised mate?” Ben James, chief executive of Jaevee Homes, replied: “Yes.”

Further messages followed, including some that discussed payment terms and whether Fincham would be paid 28 or 30 days from invoice. Mr James’ response was simply, “OK.” 

The takeaway is simple: informality will not protect you. If a message contains the key components of a contract, it can be legally binding 

Shortly after this, work began on site. Although Jaevee settled the initial payments, the company later withheld funds, arguing that the contract had not yet been finalised and was subject to a formal signed agreement that was still under negotiation.

The dispute was referred to adjudication, where the adjudicator found that a binding agreement had been formed via the WhatsApp exchange. Jaevee challenged the adjudicator’s decision, but the TCC agreed with the adjudicator that the messages, although informal, demonstrated a concluded agreement.

The ruling

The TCC ruled that the WhatsApp messages exchanged on 17 May 2023 formed a binding contract, with the TCC judge being satisfied that:

• There was a clear offer and acceptance on scope and price.
• The parties had agreed to monthly payments within 28-30 days of invoice.
• Work started shortly after the messages, and invoices were submitted and paid in line with the discussion.

The lack of a signed contract or formal language did not matter. The court made clear that the fact that the communication took place on WhatsApp was not a barrier to contract formation, nor was the casual tone of the exchange; the TCC judge noted: “The exchange of WhatsApp messages, whilst informal, evidenced and constituted a concluded contract.”

What this means for you

For construction firms, the takeaway is simple: informality will not protect you. If a message contains the key components of a contract, it can be legally binding, even if sent via WhatsApp and including casual language. 

This judgment also highlights that communication over informal digital platforms falls squarely within the scope of disclosure obligations under the Civil Procedure Rules – the implication being that in a legal dispute, relevant messages are disclosable and must be preserved in the same way as letters, emails or meeting minutes.

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For construction firms, this judgment emphasises the need for a proactive approach to record-keeping. To avoid inadvertently entering binding contracts via WhatsApp or similar platforms, construction firms should:

• Be deliberate: If WhatsApp or another messaging platform must be used, clarification should be made when a binding offer or agreement is being made.
• Train your staff: Ensure all team members, especially those involved in procurement or project management, understand that informal communications can constitute a legally binding contract.
• Implement a communications policy: Decide whether platforms like WhatsApp should be used for commercial discussions. If they are, formalise how messages are saved, archived and retrieved. Alternatively, consider moving contract negotiations and communications relating to key project decisions to formal platforms (such as email or contract management systems).

In summary, the decision in Jaevee Homes serves as a reminder for construction firms to review how their teams use messaging platforms and to put in place policies for such communications to avoid contractual relationships forming unintentionally, or to make a move away from these informal platforms altogether.

Louis Twitchett is a solicitor in the construction and engineering team at RWK Goodman