The channel is evidence, not a defence
A messaging app does not sit in some lower legal category than a letter or a deed. The court reconstructs the bargain from whatever the parties actually said and did, and a chat log is simply one more record of that.
So the question is never whether this was WhatsApp or a formal document. It is whether a reasonable person reading the exchange would conclude the parties had agreed the key terms and committed to them. If the answer is yes, the informality of the medium changes nothing.
Jaevee Homes Ltd v Fincham [2025] EWHC 942 (TCC): a GBP 248,000 deal in chat
A property developer and a demolition contractor began by email and then moved to WhatsApp because it was quicker. Across those messages they settled the scope of works, a price of GBP 248,000, and the timing.
When the relationship later broke down, the developer argued there had never been a contract. The High Court disagreed: because the messages showed agreement on the essential terms - what would be done, for how much, and on what payment basis - a binding contract had been formed. The casual setting did not dilute the commitment.
DAZN Ltd v Coupang Corp [2025] EWCA Civ 1083: "we accept" by email
DAZN and Coupang negotiated FIFA Club World Cup broadcasting rights through WhatsApp calls and messages, and Coupang then put a USD 1.7 million offer in a formal email. DAZN replied that it accepted the offer and would begin drafting the contract.
When it suited them, DAZN argued nothing was binding because the paperwork was outstanding. The Court of Appeal upheld the High Court: the acceptance email, read against the WhatsApp negotiations, created a binding deal there and then. An intention to paper the agreement later did not postpone the commitment the word accept had already created.
Formal paperwork does not always postpone commitment
The hard point in DAZN is not that the parties expected a written contract later; commercial parties often do. The hard point is that later paperwork does not automatically mean there is no present contract if the acceptance language and surrounding context already show commitment.
That is why phrases such as "we accept" need discipline. If the intention is only to move towards drafting, say that plainly and keep the exchange subject to contract. If the intention is to bind now and document later, make the authority and agreed terms equally plain.
What a court actually weighs
Four things tend to decide these cases. First, whether the essential terms - typically price, scope and delivery - were agreed. Second, the objective appearance of intent: what an outside observer would take the exchange to mean, not what either side privately hoped.
Third, conduct after the messages: starting the work, paying, or delivering all point towards a concluded bargain. Fourth, the absence of protective wording such as subject to contract - its presence signals still negotiating, and its absence removes that shield.
Which messages are the dangerous ones
The risky messages are rarely long or lawyerly. They are short operational confirmations - an agreed figure, a start date, "we accept", "confirmed", "go ahead" - especially when the sender looks like they have authority to commit.
Risk climbs sharply when the other side then relies on the message, or when your own team begins performing before anything formal is signed. At that point the chat is no longer a discussion; it is the record of a deal.
How to stop a chat from binding you
Treat messaging as the place for logistics and scheduling, not final commercial terms. If terms do get discussed there, state at the outset that everything is subject to contract, then confirm the same position by email so there is a clean written record.
When you genuinely are ready to commit, do the reverse and be explicit: drop the protective wording, confirm the agreed terms, confirm who has authority, and say plainly whether the message is the binding acceptance or only a step towards signature.
Why follow-up email matters
The safest habit is to move material terms out of chat and into a controlled email thread. That email should say whether the exchange is subject to contract, who has authority, and whether anything discussed in the messaging app is accepted or merely under review.
This does not make WhatsApp irrelevant. It creates a clearer record around it, so a later reader can tell whether the chat was logistics, negotiation, or final acceptance. The record matters because the dispute usually starts after both sides remember the same thread differently.
What it means for contract review
Digital-contracting risk often hides in clauses that look procedural: notices, authority, counterparts, electronic execution and variation. A redline that changes who can accept, how notices are sent, or whether informal communications can vary the contract may decide whether a chat binds the parties later.
Review those edits together rather than one by one. The legal question is not just whether WhatsApp can form a contract; it is whether the draft makes informal acceptance easier or harder, and whether your team has a process that matches the risk.
Use at the desk
Practical checklist
- Put "subject to contract" at the very start of any negotiation thread.
- Don't confirm price, scope or start date in chat unless ready to commit and authorised.
- Mirror every material messaging discussion in an email that states whether it is binding.
- Watch for performance (work, payment, delivery) starting before signature - that is when protection erodes.
- Confirm who has authority before a senior person sends acceptance language.
- In redline review, check variation, authority, notice and electronic-signature clauses that change digital-contracting risk.
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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