In Jaevee Homes Ltd v Fincham [2025] EWHC 942 (TCC), the High Court held that a legally binding construction contract was formed via WhatsApp messages. The ruling confirms that informal digital exchanges – if sufficiently clear – can create enforceable obligations, even where later formal documents are issued but not accepted.
ISSUES: Was a contract formed - and was it sufficiently complete?
The Claimant argued that no binding contract was formed via WhatsApp, citing alleged uncertainty over the contracting party, the duration of the works, the start date, and payment terms. The Court rejected each point:
Contracting party: The Claimant attempted to argue that the Defendant may have contracted with a different entity (Estateducation). The Court dismissed this as a new and inconsistent argument, finding that the communications were clearly made on behalf of Jaevee Homes Ltd.
"Viewed objectively, the Parties intended the contract to be between the Defendant and the Jaevee company carrying out the identified project. There is no dispute that this was the Claimant.” [§86]
Duration and start date: The Court held that these are not essential terms in construction contracts. In the absence of express agreement, it is implied that the contractor will complete the works within a reasonable time.
“Agreement as to duration of contract works is not an essential element of a construction contract: absent express agreement, there is an implied term that the contractor will complete within a reasonable period.” [§87]
“…agreement as to a precise start date was not an essential term of the contract.” [§88]
Payment terms: The WhatsApp messages referred to monthly applications payable within 28–30 days. Even if the terms were vague, the Court confirmed that the Housing Grants, Construction and Regeneration Act 1996 and the Scheme for Construction Contracts are designed to fill such gaps.
“…the absence of payment terms is not antithetical to the existence of a concluded contract - an important target of the 1996 Act is to fill the gap if a contract does not contain appropriate payment terms.” [§89]
The Court concluded that the parties had agreed on:
- Scope of works
- When works should commence
- The price
- Agreement regarding the timing of payment
Crucially, there was no indication that the agreement made via WhatsApp was conditional on later acceptance of Jaevee’s standard subcontract terms.
“There was no express indication that the final terms of the agreement between the Parties depended upon agreement as to any other matter such as incorporation of the Claimant's standard terms of contract.” [§91(4)]
Taken together, the Court found that the WhatsApp exchange was “redolent of a concluded agreement” [§91(5)], and the Court found that a binding contract was formed on 17 May 2023, and later attempts to impose standard terms were ineffective.
COMMENT
The Court emphasised that a contract does not need to be formal or written. What matters is whether the parties objectively intended to be bound. The Claimant’s later attempt to impose standard terms failed because the contract had already been formed.
This case has implications far beyond construction. It is a reminder that:
- Digital communications can form contracts – even without signatures or formal documents.
- Later formal documents may be ineffective – if the contract has already been concluded.
- Informal channels carry legal risk – WhatsApp, email, and other messaging platforms are often used for speed and convenience, but they can create binding obligations.
For in-house counsel, this case underscores the need to ensure teams understand when legal obligations may arise. For commercial and marketing teams, it is a caution against confirming terms too casually. And for regulated sectors, it raises concerns around audit trails, confidentiality, and compliance.
Organisations should be aware that informal exchanges may carry legal weight, and that clarity, consistency, and control over communication channels are increasingly critical.
TAKEAWAY
✅ Treat digital negotiations seriously: WhatsApp, email, and other messaging platforms can create binding contracts.
✅ Formalise agreements early: Do not assume that sending a written contract later will override earlier informal agreement.
✅ Use “subject to contract” where appropriate: If negotiations are not intended to be binding, say so explicitly.
✅ Train your teams: Ensure staff understand the legal risks of informal communications.
✅ Review your social media and messaging policies: Especially in regulated sectors, consider confidentiality, record-keeping, and audit trail risks.
✅ Consider entire agreement clauses: These can help prevent unintended variations via informal channels.
Need help navigating informal agreements or managing contractual risk?
Howard Kennedy’s Commercial team advises clients across sectors on contract formation, negotiation strategy, and risk management. We help businesses ensure their agreements – whether formal or informal – are clear, enforceable, and fit for purpose. Get in touch to discuss how we can support your commercial operations.
Want to hear more from us? 
