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In today's digital age, the use of emojis and messaging platforms like WhatsApp have become commonplace in business communications. However, recent legal cases have highlighted the potential for these informal methods to create legally binding contracts. This article examines the implications of two significant cases: Jaevee Homes Ltd v Fincham (t/a Fincham Demolition) [2025] EWHC 942 and Achter Land & Cattle Ltd v South West Terminal Ltd, 2024 SKCA 115 which have shed light on how the process of forming and entering into legally binding contracts is changing.
Jaevee Homes Ltd v Fincham (t/a Fincham Demolition) [2025] EWHC 942
Background
In this UK case, Jaevee Homes Limited and Mr Steven Fincham, trading as Fincham Demolition, disputed the formation date of their contract for demolition work. Fincham argued that the contract was formed on 17 May 2023 through a series of WhatsApp messages, while Jaevee Homes contended that the contract was formed on 26 May 2023 when they sent a formal subcontract via email, which Fincham never signed.
Decision
The judge ruled that the exchange of WhatsApp messages constituted a concluded contract.
As is widely known, the basis for contract formation, simply put is:
Accordingly, the Judge felt that the Claimant asking the Defendant to undertake the demolition work constituted an offer, the Claimant then responding via WhatsApp with a simple “yes” when asked by the Defendant if they could start organising the job, constituted acceptance and that messages confirming aspects of the associated fees for the job were enough to constitute an offer of consideration.
The judge deemed the formal subcontract irrelevant since the contract had already been formed on 17 May through the WhatsApp exchange.
Implications
This case underscores the importance of recognising that informal digital communications can create legally binding contracts. Businesses should be aware that messages sent via platforms like WhatsApp can have the same legal significance as more formal methods of communication.
A similar approach was also taken in Southeaster Maritime Ltd v Trafigura Maritime Logistics Pte Ltd MV "Aquafreedom" [2024] EWHC 255.
This case queried whether the parties had concluded a charterparty agreement during negotiations and whether messages sent via WhatsApp had legal effect. In this instance, the Judge remarked that it was “fanciful and without any real prospect of success, the suggestion that the message should in some way be disregarded, or is somehow of less significance, because it came via WhatsApp rather than e-mail”.
Achter Land & Cattle Ltd v South West Terminal Ltd, 2024 SKCA 115
Background
In this Canadian case, South West Terminal Ltd (SWT) offered to purchase flax from Achter Land & Cattle Ltd (Achter). SWT sent a photograph of the proposed contract's front page to Achter and asked for confirmation to which Achter responded with a thumbs-up emoji. When Achter did not deliver the flax, SWT argued that the emoji indicated a legally binding agreement.
Decision
The court held that the thumbs-up emoji formed a valid and legally binding contract. The emoji, in the context of the parties' previous informal communications, which included short, informal messages such as “OK” and “Yup” meant that it was therefore not unreasonable for SWT to assume that the use of the emoji indicated approval of the flax contract.
Implications
Although this Canadian case is not binding in the UK, it highlights the growing recognition of emojis as valid forms of acceptance in contract formation. Considering this, businesses should consider the potential legal implications of using emojis in their communications.
Key takeaways for businesses
Conclusion
The cases of Jaevee Homes Ltd v Fincham and Achter Land & Cattle Ltd v South West Terminal Ltd demonstrate the evolving nature of contract formation in the digital age.
Bearing this in mind, the judgments delivered in these cases raise an important issue surrounding the need for parties to consider their communication style when entering a contract, as well as their prior discussions and any previous contracts which exist between the parties.
Parties should pay attention to the fact that informal responses provided via social media messaging platforms or the use of emojis does not automatically preclude or prevent them from forming and entering a legally binding contract in instances where it could be argued that the parties understood the intended use and purpose of informal messaging or emojis. Accordingly, businesses must adapt to these changes by being mindful of their communication methods and ensuring clear documentation to avoid potential disputes.
For more information, please contact Mark Thompson, Keith Dunn, Abbey Walker or your usual ALG Commercial & Technology team contact.
Date published: 16 May 2025
