The practical rule
A contract can be formed when the parties objectively agree on the essential terms and show an intention to be bound. The medium is not the decisive point. A WhatsApp thread, an email chain, or a signed PDF can all carry legal effect if the words and conduct point to agreement.
This is why informal deal communications need the same discipline as formal drafts. Price, scope, timing, acceptance language, and performance after the exchange can all become evidence of a binding bargain.
Recent digital contracting risk
In Jaevee Homes Ltd v Fincham [2025] EWHC 942 (TCC), the High Court treated a WhatsApp exchange as capable of forming a binding demolition contract where the messages covered scope, price, and payment terms.
In DAZN Ltd v Coupang Corp [2025] EWCA Civ 1083, the Court of Appeal treated an email acceptance, read in its negotiation context, as creating an immediate commitment even though formal contract drafting was still expected.
The protective language still matters
Subject-to-contract wording is still the main practical protection when the parties want to negotiate without being bound immediately. It should appear in the email subject, the opening wording, and any follow-up confirmation of messaging-app discussions.
The protection is not magic. If the parties start performing as if the deal is live, a court may find that they waived the condition or formed a contract by conduct. RTS Flexible Systems Ltd v Molkerei Alois Müller GmbH & Co KG [2010] UKSC 14 remains the key warning.
Where writing is still required
English law generally allows contracts to be formed without a formal signed document, but some categories still need writing or signed formalities. Land contracts, guarantees, intellectual-property assignments, statutory assignments of debts, share transfers, and regulated consumer-credit agreements each require special care.
The point is not that every negotiation must become a long-form contract immediately. The point is that teams need to know which channels are for discussion, which words create commitment, and which transactions require formalities before anyone acts.
Use at the desk
Practical checklist
- Use subject-to-contract wording before commercial terms are settled.
- Avoid phrases like "we accept" or "deal" unless authority and essential terms are clear.
- Confirm WhatsApp or chat discussions by email with protective wording.
- Check whether the transaction type requires writing or signature formalities.
- Keep redline review focused on clauses that change acceptance, variation, notice, authority, and formal-execution mechanics.
This guide is informational only and is not legal advice. It does not replace advice from licensed counsel on the facts of a specific transaction.
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