It’s not every day that a binding subcontract is formed on WhatsApp — but that’s exactly what happened in Jaevee Homes (Developments) Ltd v Fincham [2025] EWHC (TCC).
The case is a timely reminder that contracts can form through informal exchanges and that payment applications are judged by substance, not paperwork perfection.
The case in brief
James Frampton, instructed by Andrew Rush of Archor, acted for the successful Defendant in this Part 8 claim. The Court had to decide two things:
- Whether a binding subcontract existed, and
- Whether the Defendant’s invoices counted as valid applications for payment.
The WhatsApp contract
The Court found that a concluded contract was formed through WhatsApp messages.
Even without an agreed start date or detailed payment terms, the essentials — scope of work, lump sum price and payment method — were enough to create a binding agreement.
This reinforces the Court’s pragmatic approach: if parties behave as though they have a deal, the law will often agree that they do.
Substance over form in payment applications
On payment, the Court held that three of the Defendant’s four invoices were valid.
Although they didn’t include detailed valuations, they still set out the basis for calculation — by listing the works completed under the lump sum.
The takeaway? Context matters more than formatting.
A payment application doesn’t need a spreadsheet-level breakdown — but it does need to show clearly what’s claimed and why.
Why it matters
In a world of fast-moving subcontracting and messaging apps, this case is a reminder that:
- A legally binding contract can be formed in a chat thread.
- Payment rights rely on clarity, not ritualistic formality.
- What you write — even informally — can have real contractual effect.
Our advice
If you’re negotiating terms via email or WhatsApp, pause before hitting send.
Confirm the essentials in writing and make sure your payment applications clearly describe:
- The works claimed, and
- The contractual basis for payment.
Need guidance?
The DRS team advises on contract formation, payment compliance and dispute avoidance.
Contact us for tailored advice — or review the full High Court judgment here