Creating a contract via WhatsApp

An interesting case (Jaevee Homes Ltd v Fincham [2025] EWHC 942 (TCC)) has recently been determined in the Technology and Construction Court (TCC) which could have far-reaching consequences regarding entering into contracts and WhatsApp.

The hearing was concerned with a construction dispute. The claimant, a property developer and the defendant traded as a demolition contractor. The dispute arose out of demolition works at a site that the claimant was developing in Norwich. In early 2023, the claimant approached the defendant to perform demolition works at the site. The defendant attended site on 28 April 2023 to discuss the works. Thereafter, on 2 and 3 May 2023, the claimant emailed the defendant with further details of the work scope and asking the defendant for a price. The defendant provided a written quotation on 11 May 2023. This quotation broke down the various elements of the job and concluded with a ‘fixed price’ summary of £256,000 plus VAT, which was the cumulative sum of the figures given for each of the four sections of work.

Email exchanges followed and, crucially, exchanges by WhatsApp:

[17/05/2023, 16:34:43] Steve Fincham: Hi Ben How did you get on mate is the job mine mate

[17/05/2023, 16:38:32] Ben James: Can you start on Monday?

[17/05/2023, 16:55:06] Steve Fincham: I can start with getting the scaffolding sorted and stuff on Monday mate but men will start the following Monday Tom needs to get the scaffolders there on Monday too mate to alter the scaffolding with ladder beams above the door way and make gates into the hoarding to get the equipment in He will know what we are talking about mate Appreciate this work I really do Ben

[17/05/2023, 17:43:15] Steve Fincham: Ben Are we saying it’s my job mate so I can start getting organised mate

[17/05/2023, 20:06:42] Ben James: Yes

[17/05/2023, 20:06:51] Ben James: Monthly applications

[17/05/2023, 20:11:50] Steve Fincham: Are you saying every 28 or 30 days from invoice that’s a yes not on draw downs then good d) call you at 8.30 mate Thanks mate appreciated Ben

[17/05/2023, 20:12:12] Ben James: Ok

[17/05/2023, 20:12:16] Ben James: Chat in the am

[17/05/2023, 20:17:49] Steve Fincham: Thanks Ben’

Thereafter further WhatsApp messages were exchanged as to payment terms. The parties ended up in the TCC when the contract went wrong and they could not reach agreement as to the terms of the contract and the payments due. It was the defendant’s case that the contract between the parties was concluded by the exchange of WhatsApp messages and the TCC was persuaded by this argument.

In the judgement  it was found that the exchange of WhatsApp messages, whilst informal, evidenced and constituted a concluded contract.

It was also found that the parties intended that the works should be started as soon as possible, and had agreed when the Defendant would come to site, that the scope of the works had been agreed, a price had been agreed 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.

The judgement also confirmed that the following exchange is proof of a concluded agreement:

[17/05/2023, 17:43:15] Steve Fincham: Ben Are we saying it’s my job mate so I can start getting organised mate

[17/05/2023, 20:06:42] Ben James: Yes’

Key takeaways include:

1. Clarity and Precision: Parties should ensure that all terms are clearly defined and understood to prevent disputes. Ambiguities can lead to significant legal challenges and financial repercussions.

2. Importance of Documentation: Keeping detailed records of communications, agreements, amendments, and actions taken is vital in protecting each party’s interests and providing evidence in case of disputes. Be careful when corresponding informally. As you can see even WhatsApp messages can be construed as contractual terms

3. Engaging Legal Expertise: Individuals and businesses should consider obtaining legal advice when entering into contracts or making significant decisions, especially in complex areas like construction, to mitigate risks and enhance understanding of obligations.

Overall, the case highlights the necessity of proactive measures in contract management to avoid misunderstandings and potential legal conflicts.

At Alexander JLO we have decades of experience of dealing with all aspects of law and will be happy to discuss your case in a free no obligation consultation. Why not call us on +44 (0)20 7537 7000, email us at info@london-law.co.uk or get in touch via the contact us button and see what we can do for you?

This blog was prepared by Alexander JLO’s senior partner, Peter Johnson on 13th January 2026 and is correct at the time of publication. With decades of experience in almost all areas of law Peter is happy to assist with any legal issue that you have. He is widely regarded as one of London’s leading lawyers. His profile on the independent Review Solicitor website can be found Here