Binding Contracts Concluded by WhatsApp

Recent court decisions confirm that legally binding contracts may be concluded via messaging apps such as WhatsApp, even without signed documentation. Businesses should exercise caution: informal exchanges may give rise to enforceable contract obligations. Our Data & Technology team analyses of the key implications.

What you need to know

• Courts have confirmed that contracts can be concluded via WhatsApp or similar messaging apps, without signed documents
• Key commercial terms agreed in informal messages may be legally binding, even if later formal terms are proposed
• The parties’ words and conduct matter more than the form of communication or lack of a written contract
• Starting work, making payments or issuing instructions may imply agreement and trigger contractual obligations
• To avoid unintended contracts, clearly state when communications are “subject to contract” and issue standard terms early

Courts in the UK are more frequently confirming that legally binding contracts can be concluded through informal communications such as WhatsApp messages, even in the absence of signed agreements. Two recent decisions[1] confirm that the medium of communication does not undermine the enforceability of clearly agreed terms.

Informal messaging may conclude a binding agreement

In Jaevee Homes v Fincham[2], the UK’s Technology and Construction Court held that a WhatsApp exchange between a developer and demolition contractor constituted a concluded contract. Despite the lack of a signed agreement or formal documentation, the court found that the key commercial terms, including(the scope of work, price, and payment mechanism, had been agreed. Importantly, the court confirmed that the mode of communication is irrelevant where the parties' words and conduct demonstrate an intention to create legal relations.

Conduct following the exchange can affirm agreement

In this case, the contractor began demolition work shortly after the WhatsApp exchange. The developer subsequently issued a formal subcontract containing different payment terms. However, the court held that this did not override the earlier agreement via WhatsApp, which had already come into effect. Allowing the contractor to start work without the developer expressly rejecting or qualifying prior exchanges was a critical factor in the court’s analysis.

Similarly, in DAZN Ltd v Coupang Corp[3], the Court of Appeal found that a sub-licence agreement for broadcasting rights had been validly concluded through a combination of WhatsApp and email exchanges. The parties’ language, “proposal” “offer”, “accept”, and their conduct, including congratulatory messages and preparatory steps for performance, was consistent with an intention to be bound. This was despite the absence of executed heads of terms or final contract. Interestingly, the court acknowledged that the parties did intend to sign a further formal contract. However, the court also found that the parties did not consider there to be any outstanding matters that were so significant to their rights and liabilities that they would not be bound immediately by the email / WhatsApp agreed terms.

Standard terms must be issued early

In the Javee Homes case, the unsuccessful party attempted to rely on later-issued standard terms to govern the agreement. The court rejected this attempt, emphasising that these terms must be expressly incorporated before or at the time of agreement. Once a contract is concluded, unilateral efforts to introduce additional terms will not be effective.

Similarly, in the DAZN case, the unsuccessful party attempted to rely on the parties’ intention that there would be a longer formal contract entered into as indicating that there was as yet no binding contract in place. The court rejected the argument, as the parties’ conduct indicated they had agreed on all key terms and obligations required to constitute a binding contract.

Express language matters

To avoid unintended contractual obligations, businesses should make it clear where discussions are provisional. Labelling communications “subject to contract” or stating that no agreement is binding until formal execution can help reduce the risk of informal exchanges being treated as final.

Practical implications

These decisions underscore the importance of exercising caution when negotiating via messaging apps or informal channels. Businesses should:

• Train staff on the legal risks and consequences that can arise even from informal communications
• Avoid conduct, eg starting work / allowing a supplier to start work, making payments, that would imply an agreement has been concluded unless all contract terms are settled
• Expressly label communications or exchanges where there is no intention to be legally bound
• If you want a particular form of contract or set of standard terms to apply, issue them early in negotiations and clearly refer to them when providing a fee quote or accepting a proposal

As these cases demonstrate, the courts are focused not on how parties communicate, but whether their communications and conduct objectively demonstrate agreement. A short message on WhatsApp can carry significant contract consequences.

Conclusion

These recent decisions serve as a timely reminder that informal communications - whether via WhatsApp, email, or otherwise - can give rise to binding legal obligations. Businesses should not assume that the absence of formal documentation insulates them from contractual risk. To mitigate exposure, ensure:

• Key terms are clearly documented
• Standard terms are introduced early, and
• Communications are appropriately qualified, where necessary

It is also prudent to review internal practices and staff training around digital communications. In a world of instant messaging, pause to consider: could this exchange be seen as a contract? The answer may be more significant than anticipated.

For more information and expert advice, please contact a member of our Commercial Contracts or Data & Technology teams.

Read our related insight: Emojis Can Result in a Binding Contract

What you need to know

The content of this article is provided for information purposes only and does not constitute legal or other advice.

[1] Jaevee Homes Ltd v Fincham Demolition Ltd [2025] EWHC 942 (TCC) (16 April 2025) and DAZN Ltd v Coupang Corp [2025] EWCA Civ 1083 (8 Aug 2025), respectively.

[2] Jaevee Homes Ltd v Fincham Demolition Ltd [2025] EWHC 942 (TCC)

[3] DAZN Ltd v Coupang Corp [2025] EWCA Civ 1083