Recent court decisions have reinforced a critical message for businesses: a legally binding contract does not always require a formally drafted or signed document. Where the essential terms are agreed and the parties objectively intend to be bound, the courts are becoming increasingly willing to enforce commercial bargains, even where discussions have taken place via email or WhatsApp.
Solicitor Paige Skudder and Partner Laura Mackain-Bremner from our commercial litigation and private client team discuss three key 2025 cases illustrating this modern, commercial approach.
Informal communications can create binding contracts
In DAZN v Coupang [2025] EWCA Civ 1083, the Court of Appeal upheld a finding that a binding contract for valuable broadcasting rights had been formed through informal communications, including WhatsApp messages and telephone calls.
The court confirmed that a contract may be binding even where the parties anticipated a more formal agreement later. The key question is whether, viewed objectively, the parties agreed the essential terms and intended to be bound. The absence of “subject to contract” wording is not decisive; the entire course of negotiations must be considered.
The court also recognised that informal language is increasingly common in modern business and must therefore be interpreted in its commercial context.
Missing terms will not always defeat a contract
The case of Juice Blends UK Ltd v Citrosuco GmbH [2025] EWCA Civ 760 concerned a supply agreement that left the price as an “open” term to be fixed later. While this was initially treated as an unenforceable ‘agreement to agree’, the Court of Appeal disagreed.
Given the parties’ conduct and clear intention to contract, the court implied a reasonable or market price. This decision highlights the courts’ willingness to uphold commercial agreements where parties have started to perform and clearly intended to enter a binding contract, even if a key term is missing.
WhatsApp messages in construction contracts
In Jaevee Homes Ltd v Fincham [2025] EWHC 942 (TCC), the High Court found that a series of informal WhatsApp messages constituted a binding construction contract. Despite their casual tone, the messages covered all essential terms, including scope of work, price, start date and payment arrangements.
A later attempt by one party to introduce standard subcontract terms failed because those terms had never been accepted. The court rejected arguments that the informal nature of the messages prevented the contract formation.
Key takeaways from these cases
These cases demonstrate a consistent judicial approach:
- Informal communications can create legally binding contracts;
- Courts will uphold agreements where essential terms are agreed;
- Expecting a formal contract later does not prevent enforceability; and
- Missing terms may be implied where commercial intent is clear.
The takeaway from these cases is to exercise caution in all commercial communications. Assuming an agreement is non-binding because no formal document has been signed is a risky approach.
How we can help
These decisions highlight the risks of relying on informal discussions and assumptions about when a contract is (or is not) legally binding. Our team can help by putting clear, formal contracts in place before disputes arise, or by advising you if a disagreement has already emerged and you need to know whether a binding contract exists. Early legal advice can protect your commercial position, clarify your rights and obligations, and help you avoid costly disputes down the line.
To speak to Paige, Laura or other members of our commercial litigation and private client team, please request a consultation.
