From text to terms: contract formation in WhatsApp communications
Key elements of an enforceable contract have been long-established in contract law. However, the method by which formation of a contract takes place has had to move with the times from hard-copy documents and wet ink signatures to electronically executed contracts. It is therefore unsurprising that the courts are more frequently being required to determine whether a contract can be validly concluded by WhatsApp alone.
The key messages from the courts
The courts have demonstrated that they are willing to find that binding agreements have been concluded via WhatsApp. In Jaevee Homes v Fincham [2025] EWHC 942 (TCC) the defendant contractor provided the claimant developer with a written quotation for demolition works and the scope of work was agreed via an exchange of WhatsApp messages.
The developer then sent the contractor a short form sub-contract. The work was completed and a dispute arose regarding one of the contractor’s invoices. The High Court determined that the timing, scope and pricing for the work had been agreed via the WhatsApp messages and concluded the binding agreement. The attempt to rely on statements made in subsequent written documents failed as the contract was held to already have been formed.
A similar judgment was reached in a broadcasting contract dispute, DZAN Ltd v Coupang [2025] EWCA Civ 1083. The Court of Appeal confirmed that the whole of the parties’ negotiations must be considered when deciding whether a contract has been effectively formed or not. If essential terms are agreed, even via more informal instant messages, the contract will be upheld.
In Reid Roberts & another v Mei Lin and another [2026] EWCH 49 (Ch), the court was required to consider whether WhatsApp messages sent between a separated husband and wife in 2018 amounted to valid disposition of the husband’s share of the matrimonial property. The court was also required to consider whether the requirements under section 53(1) of the Law of Property Act 1925 (LPA) were satisfied.
The Chancery Court rejected the wife’s arguments, and key to this rejection was:
- the language used in the WhatsApp messages did not speak for itself or demonstrate the husband’s intention to transfer his share of the property. Discussions referred to what could be agreed as part of the overall divorce settlement, rather than what had in fact been agreed.
- the LPA requires a transfer of property to be evidenced in writing and signed by the transferor, which could not be evidenced from the exchange of WhatsApp messages alone.
Key considerations
The court will consider all the circumstances and will not dismiss a claim simply because it was concluded over WhatsApp. Care must therefore be taken when using informal communication platforms as to the meaning and effect of the words used. Businesses ought to consider whether it remains preferable to document their agreements in fully executed contracts given the certainty that offers. If communications are taking place across modern communication platforms, consideration must be given to the following:
- the business appetite to risk and the significance of the contract for the business – if key elements of the agreement have been reached via informal communication methods, consider whether it is worth committing that agreement to writing.
- if there are further matters to be agreed, the messages should make clear that no final agreement has been reached and that the agreement is subject to being documented in a signed contract.
- certain transactions will require other formalities to be met for the agreement to be upheld (irrespective of the parties’ intentions).
- if it is intended that the messages are to be treated as concluding the terms of the agreement, it may be helpful for that intention to be recorded at the time the messages are exchanged.
- training may be useful for those teams or individuals within a business who may inadvertently bind the business to contractual terms through informal discussions. Training may help to manage the risk that messages which are exchanged via text message, WhatsApp or even social media platforms could be held to have legally binding effect.
How can we help?
Our dispute management team have extensive experience in resolving contractual disputes and advising clients on contractual rights and obligations across a wide range of agreements and sectors.
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Emma Haymes
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From text to terms: contract formation in WhatsApp communications
Key elements of an enforceable contract have been long-established in contract law. However, the method by which formation of a contract takes place has had to move with the times from hard-copy documents and wet ink signatures to electronically executed contracts.
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