In the recent decision of Jaevee Homes Ltd v Fincham (t/a Fincham Demolition) [2025] EWHC 1134 (TCC), the High Court held that a contract for demolition services had been validly formed via WhatsApp messages, despite no formal subcontract being signed. The case offers a clear reminder that informal digital exchanges can give rise to legally binding obligations where the essential elements of contract formation are present.
The dispute concerned demolition works at the former Mercy Nightclub in Norwich. Jaevee Homes Limited, a property developer, had instructed Fincham Demolition to carry out the works. The parties disagreed on when the contract was formed. Jaevee argued that no binding agreement existed until 26 May 2023, when it emailed an unsigned formal subcontract. Mr Fincham contended that a contract was already in place following a WhatsApp exchange on 17 May 2023.
Deputy High Court Judge Roger ter Haar KC found in favour of Mr Fincham. The court reviewed the WhatsApp conversation and concluded that the parties had reached sufficient agreement on the key terms, namely scope and price, and intended to be legally bound. Although informal and conversational in tone, the messages demonstrated offer, acceptance, and consideration. Importantly, there was no indication that the parties considered the agreement to be subject to contract or dependent on signing a formal document.
This judgment reflects a broader commercial reality: parties are increasingly engaging in transactional discussions on platforms like WhatsApp, often instead of formal email or in-person meetings. The court reaffirmed that under English law, a binding contract may be formed if the communications show agreement on essential terms and an intention to be bound, regardless of format or platform.
One significant feature of the case was the judge’s rejection of the argument that a formal document was a prerequisite to contract formation. Jaevee failed to demonstrate any objective intention that the contract would only take effect upon execution of a written subcontract. This underlines a critical point – where parties intend to delay legal commitment until a document is signed, they must state this clearly. Simply issuing draft terms after the fact will not prevent an earlier informal agreement from being enforceable.
For commercial parties, the case serves as a practical warning. Communications that appear informal may still form binding contracts if they contain the necessary legal ingredients. A quick exchange of messages could inadvertently commit an organisation to significant obligations, even if the formal contract has not yet been signed or is never signed at all.
The ruling also highlights the importance of robust internal governance. Businesses should have clear policies around who is authorised to negotiate or enter into contracts, and on which platforms. Training should reinforce the need for caution in digital communications and promote the use of disclaimers such as “subject to contract” during early-stage discussions. These steps can help avoid unintended agreements and preserve control over when and how contracts are formed.
Ultimately, the decision in Jaevee Homes v Fincham reinforces the English courts’ pragmatic approach to contract law. Substance will prevail over form, and where the facts support it, informal messaging will be treated no differently from traditional modes of negotiation. Businesses would be well advised to treat all communications that reference key terms with appropriate care, regardless of the medium used.
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