Court rules UK case confirms WhatsApp message created valid agreement

The Building Engineering Services Association (BESA) has reported that a UK court has ruled an exchange of WhatsApp messages was sufficient to form a legally binding construction contract.

The Technology and Construction Court delivered its judgement in Jaevee Homes Limited v Mr Steve Fincham (trading as Fincham Demolition) [2025] EWHC 942 (TCC), confirming that informal digital communications can establish contractual relationships if they include the required elements of contract law.

According to BESA, this ruling reaffirms existing principles but signals the increasing importance of clarity when using informal channels like messaging apps in construction projects.

The judgement follows a dispute between Norfolk-based developers Jaevee Homes and Fincham Demolition over demolition work at a former nightclub in Norwich, which commenced without a signed contract but was preceded by a WhatsApp exchange confirming the job.

The ruling upheld an adjudicator’s earlier decision, confirming that the informal messages constituted a valid agreement and that the payment claims submitted afterward were enforceable under that contract.

Background of the demolition dispute in Norwich

BESA outlined that Jaevee Homes initially approached Fincham Demolition in early 2023 for work on a redevelopment project in Norwich.

Following discussions by email regarding pricing and scope, Fincham sent a quotation, but no formal contract was signed.

The decisive interaction occurred on 17 May 2023, when Fincham sent a message via WhatsApp asking: “Are we saying it’s my job mate so I can start getting organised mate.” Ben James of Jaevee Homes responded: “Yes.”

Although Jaevee Homes subsequently issued a written subcontract and purchase order, these documents were not signed or acknowledged by Fincham.

As demolition works progressed, the working relationship broke down.

Fincham submitted four payment applications in June, which Jaevee Homes argued were invalid under their interpretation of a monthly payment agreement.

Jaevee insisted the unsigned subcontract governed the relationship, while Fincham maintained that the agreement was based on the WhatsApp messages.

Court confirms contract was formed via WhatsApp

The High Court found that the WhatsApp messages included the core elements needed to create a contract.

According to the judgement, these included offer and acceptance, consideration (payment), intention to form legal relations and sufficient certainty in terms.

BESA reported that the court placed emphasis on the clarity of the initial WhatsApp exchange.

It stated that the absence of formal documents or a signature did not prevent the creation of a legally binding construction contract.

This was because the communications demonstrated agreement on scope, price and the parties’ intentions to proceed.

The court also upheld that the invoices submitted by Fincham were valid payment notices under the contract formed on 17 May 2023.

Implications for digital communication in construction contracting

BESA advised its members that the ruling is a reminder of the legal risks associated with informal communications.

While the use of digital platforms such as WhatsApp, SMS or email is common in commercial settings, these channels can unintentionally formalise agreements if care is not taken.

The association stated that even brief, casual conversations may bind businesses to contractual terms if they include key contractual elements.

It noted that contractors should follow up informal messages with a written document that clearly outlines the agreement and overrides previous communications where necessary.

BESA warned that other emerging risks – including the use of disappearing messages, voice notes or AI-generated texts – may also carry legal consequences, depending on how courts interpret these formats.

Legal guidance from BESA for construction businesses

BESA has issued practical guidance to support its members in navigating this issue.

The association recommends that construction businesses document agreements in writing after any informal negotiation.

It also advised firms to review how digital platforms are used internally and externally, and to consider setting policies that clarify acceptable channels for key project communications.

BESA’s Legal and Commercial team remains available to assist members with contract drafting or interpretation queries.

Organisations can contact the legal team via [email protected] or call 020 7313 4919 for further advice.

WhatsApp messages create binding construction contract: Summary

The UK High Court ruled on a construction dispute between Jaevee Homes and Fincham Demolition.

The judgement was issued in Jaevee Homes Ltd v Fincham [2025] EWHC 942 (TCC).

The court confirmed that WhatsApp messages can form a legally binding contract.

The court upheld that a message from Fincham and a reply from Jaevee constituted agreement.

A subsequent unsigned subcontract was not considered the governing contract.

Invoices submitted by Fincham were found to be valid under the WhatsApp contract.

The case confirms that offer, acceptance, consideration, intention and certainty can be formed digitally.

The Building Engineering Services Association (BESA) advised that contractors should treat digital messages carefully.

It stated that businesses should follow up informal agreements with formal written documentation.

BESA recommended reviewing internal messaging practices and communication platforms.

The association also offered legal support for members through its legal team.