Jaevee Homes Ltd v Fincham [2025] EWHC 942 (TCC)
In this case the Court was asked to consider whether informal digital communications can create a binding construction contract.
The facts were that Jaevee Homes engaged Fincham Demolition to carry out demolition works. Terms were agreed via WhatsApp – these confirmed the scope, price, and payment. No formal contract was signed, though Jaevee later emailed through their standard terms. Fincham performed the demolition works and issued four invoices. Jaevee paid a proportion of the invoices but withheld the balance without serving payless notices (formal notice under the Housing Grants, Construction and Regeneration Act 1996). An adjudicator awarded Fincham a proportion of the balance they were owed. Jaevee challenged this decision arguing that no binding contract had come into existence further to the exchange of WhatsApp messages and only did so when Jaevee’s sent through their standard terms and conditions.
The Court held a binding contract had been formed via WhatsApp on the basis that this communication had established the essential terms of the contract. The attempt to introduce a set of standard terms by Jaevee, after the event, was ineffective as these terms had not been accepted by Fincham.
Why is this important?
- The Court reaffirmed that a contract can be formed through informal digital communications (e.g., WhatsApp, email) if the essential elements of a contract are present: i.e. offer, acceptance, consideration, and intention to create legal relations
- The decision illustrates that formality is not required — what matters is whether the parties objectively agreed on the key terms (scope, price, payment)
- It also confirms that later attempts to impose standard terms (by email or otherwise) will fail unless there is clear acceptance
Practical Implications
- Applies to across the board as a general principle
- Organisations should treat informal communications as binding unless expressly marked “subject to contract”
- Implement policies on use of messaging apps for business negotiations to avoid unintended contracts
What are the practical takeaways?
- Digital communications can bind parties — treat WhatsApp/email as formal
- Always confirm terms in writing and secure acceptance of standard terms and conditions
- For local authorities in particular: ensure procurement and contract governance policies address informal agreements and messaging platforms
The content of this page is a summary of the law in force at the date of publication and is not exhaustive, nor does it contain definitive advice. Specialist legal advice should be sought in relation to any queries that may arise.
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