WhatsApp exchange created binding contract, High Court rules

A High Court judge has ruled that a brief exchange of WhatsApp messages was enough to create a legally binding construction contract worth nearly £250,000 – even though one party never signed any formal agreement.

Rob Winder Senior Associate Chartered Legal Executive and Head of Property Litigation in our Dispute Resolution team provides an update.

In Jaevee Homes Ltd v Fincham, Deputy High Court Judge Roger ter Haar KC found that all the essential elements of a contract – including agreement on price, scope of work, and payment terms – were reached in a WhatsApp conversation between the two parties on 17 May 2023.

The dispute arose from demolition work carried out by contractor Steve Fincham at a site in Norwich being developed by Jaevee Homes. Fincham claimed he was awarded the job after negotiations reduced his quote from £256,000 to £248,000.

On 17 May, he asked via WhatsApp: “Are we saying it’s my job mate so I can start getting organised?” Jaevee’s director, Ben James, replied: “Yes,” later confirming: “Monthly applications.”

Fincham responded, seeking clarification: “Are you saying every 28 or 30 days from invoice that’s a yes not on draw downs then good.” James replied: “Ok.”

Jaevee later argued that this exchange did not amount to a contract, and that the formal written subcontract it emailed on 26 May – which included stricter payment terms – governed the relationship. Fincham never signed or acknowledged that email.

Work began shortly afterwards and Fincham submitted four invoices between June and July 2023. Jaevee made partial payments totalling £80,000 but disputed the rest, claiming the invoices were invalid because they did not comply with the subcontract.

An adjudicator found in Fincham’s favour, awarding him over £145,000 plus interest.

Jaevee resisted payment and launched court proceedings to challenge the decision.

But the judge upheld the adjudicator’s reasoning, concluding that the contract had been formed on 17 May through the WhatsApp messages.

The court found no need for formal written terms, noting that the parties had already agreed the critical elements. The written subcontract sent days later “received no acceptance from the Defendant” and did not override the earlier agreement.

The judge also rejected Jaevee’s claim that the WhatsApp exchange was too vague, or that it failed to identify the correct contracting party. The court was satisfied that the contract was with Jaevee Homes Ltd, given the surrounding correspondence.

The judgment highlights the legal weight that courts can attach to informal digital communications. The court warned that a short message such as “Yes” – when sent in the right context – may be sufficient to form a binding agreement.

If you would like more information about the issues raised in this article or any aspect of contract law please contact Rob on 01228 516666 or click here to send him an email.