WhatsApp Contracts: When Messages Become Legally Binding Agreements
Can a WhatsApp message create a legally binding contract? More often than many businesses realise.
Following my article on Rowson v Alpass and the importance of documenting commercial deals, it is equally important to recognise that informal communications can themselves create legal obligations. Whilst WhatsApp messages and emails should never be treated as a replacement for a professionally drafted contract, the words used during negotiations can have significant consequences.
What Happened in Jaevee Homes Ltd v Fincham?
The recent case of Jaevee Homes Ltd v Fincham [2025] EWHC 942 (TCC) demonstrates this risk. The parties negotiated demolition works through email and WhatsApp messages, agreeing key terms including the scope of work, price and payment arrangements. Although no formal contract had been signed, the Court found that the communications contained the essential elements of a binding agreement.
This approach reflects a wider principle that courts have applied for many years: contracts are not determined by the format used, but by the substance of the parties' communications and whether the legal requirements for a contract are present.
WhatsApp and Email Contracts in English Law
Earlier cases involving electronic communications, such as Golden Ocean Group Ltd v Salgaocar Mining Industries Pvt Ltd [2012] EWCA Civ 265, confirmed that a chain of emails could create binding contractual obligations. Similarly, J Pereira Fernandes SA v Mehta [2006] considered the legal significance of electronic communications and signatures. These cases demonstrate that courts will look at the reality of the parties' intentions rather than whether an agreement appears in a traditional signed document.
The recent Court of Appeal decision in DAZN Ltd v Coupang Corp [2025] EWCA Civ 1083 reinforces this position in a high-value sports broadcasting context. The dispute concerned the sub-licensing of FIFA Club World Cup 2025 broadcasting rights in South Korea. Negotiations took place through WhatsApp messages, emails and telephone calls, with the parties expecting a formal written agreement to follow. However, the Court held that a binding contract had already been formed because the essential terms had been agreed and the parties' communications demonstrated an intention to be legally bound.
Lessons for Businesses Using Informal Communications
These cases provide an important warning for businesses. A message saying "confirmed", "agreed", or "we have a deal" may appear informal, but depending on the surrounding circumstances it could create contractual obligations.
At the same time, businesses should not rely on informal communications as a substitute for proper contracts. A WhatsApp exchange may establish that a deal exists, but it is unlikely to provide the detailed protection of a professionally drafted agreement.
As a contract lawyer, I have seen this issue arise time and again. Businesses often focus on the commercial opportunity in front of them and overlook the importance of creating a clear evidential record that is legally binding.
Why a Written Contract Still Matters
A well-drafted contract does more than record the commercial terms. It defines the parties' responsibilities, allocates risk, limits liability, and establishes mechanisms for resolving disputes and managing potential areas of disagreement. This helps to provide certainty as well as protect the parties. Investing in expert legal drafting at the beginning of a transaction can prevent costly disputes later.
The practical lesson is simple: be careful what you write and do not assume informal communications are without legal consequences. A WhatsApp message may start a conversation, but a carefully drafted contract is what protects your business.
If you need advice on a new business deal, would like an existing contract reviewed, or require a contract to be professionally drafted, please get in touch to discuss your business needs. Early legal advice can help provide certainty, reduce risk and protect your commercial interests.