Signed, Sealed… Sent on WhatsApp
Published byEden Cameron-Perry
Jaevee Homes Ltd v Fincham [2025] EWHC 942 (TCC)
Construction contracts are usually associated with formal documents—Joint Contracts Tribunal (“JCT”) forms, New Engineering Contracts (“NEC”) and lengthy schedules—not WhatsApp messages. However, Jaevee Homes Ltd v Fincham confirms that even an informal exchange, including a simple “OK” emoji, can be enough to create a legally binding construction contract.
The Technology and Construction Court (“TCC”) reaffirmed that no particular formality is required. Where the essential terms are agreed and the parties intend to be legally bound, a contract can arise through informal communications—even if they expect to sign a more formal contract later.
Background
Following a site visit, Fincham Demolition (“Fincham”) contacted Jaevee Homes (“Jaevee”) via WhatsApp on 17 May 2023 to ask whether it had been awarded demolition works at a site in Norwich. The messages confirmed that Fincham had the job, could start the following week, would submit monthly payment applications, and would be paid 28 or 30 days after invoicing.
Jaevee later emailed its standard terms and final price, but Fincham did not acknowledge them and commenced works as agreed. Payment disputes subsequently arose when Fincham issued four invoices, some of which Jaevee refused to pay.
Issues Before the Court
The key issues for the TCC were:
1. Whether a legally binding contract had been formed, and when.
2. Whether the invoices issued constituted valid payment applications under the Housing Grants, Construction and Regeneration Act 1996.
3. Whether Jaevee’s standard terms had been incorporated into the contract.
The Court’s Decision
Contract Formation Can Be Informal
The Technology and Construction Court held that a legally binding construction contract was formed on 17 May 2023 through the WhatsApp exchange. The messages demonstrated agreement on the essential terms and a clear intention to create legal relations.
Importantly, the Court rejected Jaevee’s argument that its standard terms applied. Once a contract has been concluded, standard terms sent later will not be incorporated unless they are clearly accepted. The fact that the parties may have expected to enter into a more formal contract did not prevent a binding agreement from arising.
Invoices as Payment Applications
The Court confirmed that the invoices issued by Fincham were capable of constituting valid payment applications under the Housing Grants, Construction and Regeneration Act 1996. The test is an objective one: would a reasonable recipient understand the invoice to be a request for payment?
Jaevee’s failure to issue Payment Notices or Pay Less Notices within the statutory timescales proved decisive. In the absence of compliant notices, Jaevee was required to pay the sums claimed, subject only to whether the invoices had been submitted at the correct time.
Monthly Payment Applications and the Scheme
Although the parties had agreed that payment applications would be made monthly, they had not agreed how those monthly periods would operate. In those circumstances, the Court applied the Scheme for Construction Contracts.
The monthly payment periods were calculated from the date of agreement, meaning Fincham was entitled to submit only one payment application per month. Three of the four invoices were valid; one was submitted too early and was therefore invalid.
Practical Implications for Clients
This case highlights several key risks for employers, contractors and developers:
• Messaging apps can create binding contracts. WhatsApp exchanges can fix scope, price and payment terms, even where no formal contract is signed.
• Standard terms must be agreed, not assumed. Sending terms after agreement is too late unless they are expressly accepted.
• Payment notice failures are costly. Failure to issue Payment Notices or Pay Less Notices can result in paying sums that may otherwise have been disputed.
• Payment mechanics matter. Vague references to “monthly payments” can trigger the statutory Scheme, with unintended consequences.
Key takeaway
Informal communications can create binding contractual obligations. WhatsApp messages may feel casual, but they can fix key terms and expose parties to significant payment risks. Clients should treat messaging apps with the same caution as formal contracts—especially when agreeing scope, price or payment terms.
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