Contracts in the age of the casual message: Don’t get caught out!

The law rarely stands still. Our digital evolution has come thick and fast, yet it feels like contract law isn’t just catching up with technology, it’s sprinting ahead!

The recent decision in Jaevee Homes Ltd v Fincham [2025] EWHC 942 (TCC) has made one thing abundantly clear: the legal world has fully entered the era of the casual message contract.

What once required weeks of negotiation, drafts, and signatures now has the potential to be formed in seconds, with a quick “deal confirmed” on WhatsApp, or a reply of “agreed” in an email thread. These are no longer hypotheticals, they are real-world issues that have already been tested and upheld by the courts. 

And that changes everything. In this article, we are shining a spotlight on the aforementioned case and providing some practical safeguards that can be put in place. 

Case Spotlight: Jaevee Homes Ltd v Fincham

Jaevee Homes Ltd (Jaevee) entered into discussions with Mr Fincham relating to some proposed demolition works, initially via email and subsequently through WhatsApp.

On 17 May 2023, Mr Fincham contacted Mr James, a representative of Jaevee, via WhatsApp, asking if he had secured the job. Mr James responded, confirming that he had been given the job, and also setting out the scope of the work, as well as the fees and payment structure. 

On 26 May 2023, Mr James followed up via email, sending Mr Fincham a subcontract which included detailed written terms and conditions for the works. Mr Fincham did not respond to this email.

Shortly after the demolition works started, Mr Fincham issued four invoices totalling £195,857.50 plus VAT. Jaevee paid a total of £80,000 of the invoices, arguing that the subcontract sent via email governed its payment obligations rather than the terms set out by Mr James in the WhatsApp message. 

The court disagreed with Jaevee and held that the WhatsApp message constituted a binding contract, and the terms set out in that message prevailed over those contained in the subsequent email. The judge described it as a “whilst informal, evidenced and constituted a concluded contract”.

What does this mean for contract law in the digital age?

The decision in Jaevee Homes Ltd v Fincham should act as a wake-up call for organisations and individuals that rely on informal chats, assuming that formalities can follow later on. 

It is clear that what matters in contract formation is not the format of the contract, but the intent and clarity behind the words used.

If the communication contains these essential ingredients:

• an offer;

• an acceptance, and

• an intention to create legal relations,

then a binding contract exists - regardless of whether it was sealed with a signature or a smiling emoji.

The convenience of digital communication now carries a hidden cost: a single, poorly worded message can create enforceable obligations.

We are finding that only a few organisations have adapted their governance, training or digital communication policies to match this new emerging reality.

How to bulletproof your organisation from accidental contract formation?

The solution? Discipline and digital awareness.

If the courts are treating emails and instant messaging services such as WhatsApp like an official communication channel, then you need to too. That means:

• Embed contract literacy across your teams

Every employee who interacts with suppliers, customers, or partners should understand how easily words can create legally binding obligations. This shouldn’t be limited to legal or procurement and should also form an essential part of commercial training.

• Make “subject to contract” second nature

Including this term “subject to contract” indicates that the parties are still negotiating and have not yet reached a final, binding agreement. Although the label does help to rebut a presumption of intention to create contractual relations, it is not definitive, so other actions taken during the negotiation should also align with this position. 

• Restrict authority clearly

Define who is authorised to negotiate, confirm, or commit on behalf of the organisation, and ensure everyone else knows they are not. Once these individuals have been clearly identified, ensure that they receive the necessary training regarding contract formation. 

At Stone King, we regularly advise on commercial and contractual matters and if we can be of assistance, please do get in touch.