When a Whatsapp Message Becomes a Legal Contract

By Gisele Ng

As remote work and real-time communication have redefined how we connect and work, the traditional, time-consuming contract processes quickly fade into obsolescence. Businesses today cannot afford to waste time, lose momentum, or miss opportunities due to outdated processes. 

The rapid shift toward digital life raises a critical question in the regime of contract formation: Can informal communications, such as WhatsApp messages, satisfy the rigorous requirements for contract formation? This question was decisively answered in 2025 by the High Court in Jaevee Homes Ltd v Fincham. It was held that an informal WhatsApp exchange between the parties could enable the formation of a contract. The ruling acted as a global wake-up call for any businesses that are adopting or progressing towards the use of digital tools for communications and negotiations. The court emphasised that “a deal is a deal, regardless of how it was sealed.” 

The ruling of Jaevee Homes Ltd v Fincham highlighted that even the most causal of digital chatter can possibly amount to a binding agreement. In fact, a simple “yes” fired off on WhatsApp can be enough to seal a contract – no fancy signatures, no heavy paperwork.  It can denote an offer, an acceptance, and a shared intention to be bound between the parties. As surprising or slightly alarming as that may sound, the everyday messaging app can carry the same legal weight as a formal document. In this case, the parties’ WhatsApp exchange did mention monthly invoicing, but it was all rather vague – no clear timetable or detailed payment mechanism.  Despite these gaps, the court stepped in and applied the Scheme for Construction (England and Wales) Contracts Regulations 1998, effectively plugging the holes with a ready-made statutory payment structure to fill in the missing pieces for them. 

Text messages functioning as contractual acceptance is not unique to the UK. In the Canadian case Achter Land & Cattle Ltd v Southwest Terminal Ltd, the court held that a simple “thumbs-up” emoji was enough to form a binding commercial contract. Crucially, this was not decided in a vacuum – the parties had a history of using the same emoji to signal agreement, and the offeree had previously used it to indicate assent. Due to the consistent pattern of the behaviour of the parties, the emoji was held to satisfy the legal requirement of a “signature” and to demonstrate a genuine “meeting of the minds”, despite its informal and modern form. 

Given the above developments, there are a few implications businesses need to be aware of: 

Informal communications can be binding 

Businesses should treat chats, emails, and quick messages in a cautious manner – friendly emojis or causal tone aside, anything that sounds like a promise could carry legal weight. Stay alert, or your “just checking in” could cost you. 

State discussions are subject to contract/subject to formal contract 

Parties who wish to explore any possible collaboration but without creating a binding agreement must explicitly state upfront that their discussions are “subject to contract" or “subject to formal contract “, especially in the early stages of discussions. 

Use express and explicit key terms 

On the other hand, if the parties in the communications have agreed on something and intended such to be binding, they should outline the scope of work, the pricing, and payment conditions and such other essential terms clearly to avoid creating liabilities or ways of contract performance that they may not have intended. 

Internal policies 

Businesses should create internal policies that indicate who has/have the signing authority to negotiate and enter contracts, with or without any general or specific scope and defined limits such as dollar thresholds for contracts to mitigate or avoid any financial or legal risks to the extent possible. 

Regular training for employees

The adoption of regular training to inform and raise awareness of the legal implications of digital communications can help employees understand the potential risks and consequences of informal exchanges on various platforms.

Although instant messaging platforms bring about convenience and efficiency, they also bring with them the danger of possibly entering unintended contracts and the financial and legal risks associated therewith. To conclude, businesses and individuals must be more mindful of their communications on messaging apps and any messaging platforms, as these can easily lead to legally binding obligations.