WhatsApp Messages Form a Binding Contract: Key Lessons from Jaevee Homes Ltd v Fincham [2025]

In a decision that will resonate across the construction industry and with anyone who enters into a contract, the High Court in Jaevee Homes Limited v Mr Steve Fincham (trading as Fincham Demolition) [2025] has reaffirmed that even informal messaging platforms like WhatsApp can give rise to a legally binding contract.

Background: Demolition Deal Done via Text

The dispute arose from demolition works at a former nightclub. Mr Steve Fincham, the Defendant, was engaged by Jaevee Homes Ltd through an exchange of WhatsApp messages. These messages included confirmation of the start date and a requirement that Fincham would submit monthly payment requests. There was no formal written contract.

When the Claimant refused to pay four invoices, alleging they did not meet the requirements of the Housing Grants, Construction and Regeneration Act 1996 (as amended) or the Scheme for Construction Contracts Regulations 1998, Fincham referred the dispute to adjudication. The Claimant had not served any payless notices, which would ordinarily be required to withhold payment.

Complicating matters, Fincham issued a statutory demand and initiated winding-up proceedings. The Claimant successfully obtained an injunction preventing winding-up and was awarded £18,000 in costs — which remain unpaid by Fincham.

Adjudication Outcome: A Simple Contract Exists

The adjudicator concluded that a contract had been formed via WhatsApp:

“It is my finding that the WhatsApp messages concluded the Contract. They cannot in my view be interpreted as pre-contract discussions.”

Fincham was awarded £145,896.31, plus interest and costs — sums which the Claimant failed to pay.

The Court Challenge: WhatsApp Messages Under Legal Scrutiny

Jaevee Homes challenged the adjudicator’s finding in court, seeking a declaration that it was not liable to pay the invoices. Central to the case was whether the WhatsApp messages exchanged on 17 May 2023 were capable of forming a contract. The messages included the following exchange:

“[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”

The court had no difficulty concluding that this exchange amounted to a clear offer and acceptance. A contract had been formed, notwithstanding the informality of the platform and language used.

Court’s Decision: Contract Formed, Invoices Largely Valid

The court found that the parties had entered into a simple contract for demolition works lasting approximately 12 weeks. It also found that three of the four disputed invoices were valid.

Of note, the court rejected the Claimant’s attempt to discredit the invoices based on overly technical arguments about compliance with payment legislation. It observed that such “contrived technical complaints” were “divorced from the facts,” and that few small contractors would realistically be able to comply with such artificially complex requirements.

Key Takeaways for Businesses and Construction Professionals

This case underscores several important points:

• Informal communications can form binding contracts: Courts will look at the substance of communications, not their form. If there is a clear offer, acceptance, and intent to create legal relations, a contract exists — whether communicated via email, WhatsApp, or even emojis.
• Avoid overcomplicating straightforward arrangements: Parties should not inflate simple agreements into complex ones after the fact. Courts are unlikely to uphold hyper-technical objections when they are inconsistent with the practical realities of the relationship.
• Contract management must include digital platforms: Businesses should review how they manage negotiations and agreements over informal channels. Directors and managers should assume that anything confirmed in writing — even in a casual format — may be legally binding.

Final Thought

While the Court concluding that messages exchanged by WhatsApp is not groundbreaking, Jaevee Homes v Fincham offers a timely reminder that modern communication tools can carry traditional contractual weight and parties should be cautious about what is agreed in communications on any medium.