Are WhatsApp Messages a Valid Contract?

RE: Jaevee Homes Ltd v Mr Steve Fincham (t/a Fincham Demolition) [2025] EWHC 942 (TCC)

Summary

On 16 April 2025 the High Court ruled that exchanges of WhatsApp messages constitutes a valid contractual agreement. Justice Roger ter Haar KC, a judge at the Technology and Construction Court (‘TCC’) ruled that WhatsApp messages exchanged on 17 May 2023 between Mr Ben James (CEO of Jaevee Homes) and contractor Mr Steve Fincham constituted a binding contract between the parties as a clear agreement on price, scope of work and payment terms were reached.

Background and analysis

Following an adjudication ruling in favour of Mr Steve Fincham (‘the Defendant’), Jaevee Homes Ltd (‘the Claimant’) brought a claim to the TCC seeking declarations regarding the demolition of a former Norwich nightclub (‘the Works’). The dispute revolved around whether a formal written subcontract applied or whether the basic contract arose following the informal exchanges of WhatsApp messages between the parties.

A quotation of £248,000 for the Works was agreed with monthly application payment terms of 28 – 30 days following invoice. The Claimant then subsequently emailed a formal subcontract and purchase order to the Defendant which was not acknowledged nor signed.

The Defendant issued four invoices to the Claimant for a total sum od £195,857.50 plus VAT but only £80,000 was paid by the Claimant. The Claimant argued that the payment applications were not valid under the Housing Grants, Construction and Regeneration Act 1996 (‘HGCRA 1996’) and/or the Scheme for Construction Contracts Regulations 1998 (‘the Scheme’) and they were therefore not liable to pay the invoices.

Two primary issues arose for consideration of the Court:

• The Contract – The Court ruled that the contract was indeed concluded over WhatsApp and that the formal subcontract was not incorporated as it was not agreed nor accepted.
• Validity of Invoices – The Court took a ‘commonsense’ view regarding the disputed invoices and applied both the HGCRA 1996 and the Scheme and assessed that three of the four invoices were valid (The invalid invoice was due to it falling outside of the ‘monthly application’ as agreed).

The High Court ruled in favour of the Defendant and the Claimant found liable to pay a substantial portion of the sums owed.

Conclusion

This ruling confirms that binding contracts do not require pages upon pages of formal legal jargon with specified clauses and evident signatures – simple and nonchalant messages are enough to establish a binding contract. However, the importance of stating clear and defined payment terms when entering into a contract is highlighted, even in instances involving informal WhatsApp messages.

Noteworthy was the Courts’ application and reliance on legal statute as well as commonsense to interpret the lack of information and clarity provided in the informal messages. This showcasing the Court’s ability to combat lacklustre agreements and made evident their awareness of the commercial reality of contractors within the fast-paced construction industry.

Contact details

If you have any questions in reference to the above or any issues you are currently dealing with, do not hesitate to contact our Construction Litigation team using the details provided below.

Andrew Dickinson, Zoe Allen and Trent van Sittert

AndrewDickinson@chadlaw.co.uk, 0113 225 8830

ZoeAllen@chadlaw.co.uk, 0113 225 8837

TrentVan-Sittert@chadlaw.co.uk, 0113 387 8523