The recent Technology and Construction Court (TCC) decision in Jaevee Homes Ltd v Fincham (t/a Fincham Demolition) [2025] EWHC 942 is a timely reminder of how contracts can be formed via everyday messaging platforms like WhatsApp, regardless of intention. Though centered on a construction dispute, the judgment offers broader implications for anyone engaged in business communications, highlighting the risks of informal correspondence.
Background
Jaevee Homes, a developer, approached Fincham Demolition in relation to demolition work at a site in Norwich. Initial email exchanges did not result in a signed contract, but on 17 May 2023, a series of informal WhatsApp messages between the parties appeared to confirm agreement. Notably, when asked, “Are we saying it’s my job mate so I can start getting organised mate,” the response came: “Yes.” A subcontract was later emailed, but never formally acknowledged.
Despite the lack of formalities, Fincham began work and issued four invoices. Jaevee disputed the frequency of the invoices, claiming that only one per month was agreed. When Jaevee failed to serve pay less notices, Fincham launched adjudication proceedings to recover the unpaid balance. Jaevee responded with a Part 8 claim, arguing that no enforceable contract existed—or, if it did, that the invoices weren’t valid payment notices under the Construction Act 1996.
Ruling
The court ruled that WhatsApp and informal email exchanges can constitute a binding contract. This ruling reiterates the importance of the content and intent of communication, regardless of the medium in which it is communicated. Due to the presence of the key elements of a contract being present (being offer, acceptance, consideration and intent) it did not matter that the agreement was not contained within a formal document. Further, missing details such as duration and precise payment terms could be implied under statute.
Critically, the Court confirmed that one invoice per month was permitted, meaning three of the four invoices were valid payment applications under the Housing Grants, Construction and Regeneration Act 1996 (Construction Act 1996). However, because Jaevee Homes failed to serve any pay less notices, those invoices became payable.
Key Points
The important take aways from this case are that parties should always be wary of creating a contract through informal communications because when used carelessly in business contexts they can trigger binding obligations. The courts will look at substance over form – meaning that if essential terms are agreed and there’s clear intent to contract, an informal tone or medium will not necessarily allow a party to claim that no contract was in place.
Even a simple thumbs-up emoji may play a part in creating a binding agreement in the right context (as seen in Achter Land & Cattle v Southwest Terminal in Canada).
From a construction perspective, the judgment reaffirmed three key points, firstly that if a construction contract lacks clear payment provisions, the Scheme for Construction Contracts 1998 steps in. Secondly, informal agreements on monthly payment timing still mean only one valid application per month. Lastly, the defendant’s invoices (3 of 4) were held to be valid payment notices under the Construction Act 1996. Even without formal titles an invoice can be a valid notice if it objectively communicates the amount claimed and the basis of the calculation.
Best Practice Tips
- Marking early correspondence “Subject to Contract”
- Always follow up informal agreements in principle with formal written documentation
- Include a ‘no oral modification’ clause and entire agreement clause.
- Using approved and auditable platforms for business communications, in which all messages can be retained.
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