Everything is becoming more digital in today’s world, and this also extends to business communications.

In the recent case of Jaevee Homes Ltd (“Jaevee”) v Fincham (t/a Fincham Demolition) (“Fincham”) [2025] EWHC 942 (TCC), the Court found that an exchange of WhatsApp messages formed the basis of a legally enforceable contract between the parties.

It was found that the essential elements of a contract were present, despite there being a formal written contract signed by the parties. The essential elements of a contract are listed below:

• Offer – one party proposes terms.
• Acceptance – the other party agrees to those terms.
• Consideration – something of value is exchanged (e.g., money, services).
• Intention to create legal relations – both parties must intend for the agreement to be legally enforceable.

Background

Jaevee (a property developer) engaged Fincham (a demolition contractor) to carry out some demolition works at a former nightclub, in Norwich. The works were discussed between the parties by way of e-mails and WhatsApp messages in April and May 2023. Jaevee then sent a purchase order and a sub-contract on 26 May 2023, however, this e-mail and its contents were not acknowledged by Fincham.

Fincham sent their invoices to Jaevee in accordance with what was agreed through the WhatsApp messages, but Jaevee argued that the WhatsApp messages were informal and did not form a binding contract, so they did not need to pay the invoices. Subsequently, Jaevee only paid Fincham what they believed was owed through the subcontract.

Court’s decision

Considering the facts of this matter, the judge felt that the essential elements needed to form a contract were present (as summarised, below):

• the Claimant asking the Defendant to undertake the demolition work constituted an offer;
• the Claimant then responding via WhatsApp with a simple “yes” when asked by the Defendant if they could start organising the job, constituted acceptance; and
• that messages confirming aspects of the associated fees for the job were sufficient to constitute an offer of consideration.

The judge deemed the formal subcontract dated 26 May 2023 irrelevant since the contract had already been formed on 17 May 2023 through the WhatsApp exchange.

Emojis

In a previous article, Saima Shabir considered the case of Achter Land & Cattle Ltd South West Terminal Ltd, where a Canadian Court considered whether the use of a “thumbs up” emoji was sufficient to convey acceptance when forming general commercial contracts.

Summary

These cases demonstrate the importance of recognising that informal digital communications can create legally binding contracts. Businesses should be aware that messages sent via platforms like WhatsApp can have the same legal significance as more formal methods of communication. Should you wish to discuss any aspect of your commercial contracts, please contact a member of our Commercial Team.