Contracts in the age of social media messaging platforms

Social media and instant messaging platforms, such as WhatsApp and Telegram, are fast becoming part of how businesses communicate with clients and customers. It is now the norm to also negotiate projects, provide fee quotes, confirm instructions and build business relationships using channels such as LinkedIn, WhatsApp and even Facebook Messenger. However, have you considered how these seemingly innocuous interactions may actually be the way your contracts are legally formed these days?

Recent case law indicates that informal digital communications between a business and potential or existing customers may create binding agreements. If, as a business, you regularly communicate using these channels, it would be prudent to consider if you are entering into binding contracts. If so, how does this sit with your current terms and conditions? Do they allow for this? Or do they need updating to reflect the practical ways you are doing business?

In this blog, we provide an overview of the recent case law around contracts formed through platforms such as WhatsApp and what they mean for your business.

The basis of a contract

Under English law, a contract does not need to be signed, or even in writing, to be legally binding. A contract arises where the following elements exist:

• Offer – the willingness of the parties to enter into a contract by one party making an offer (for example, by way of a fee quote or a product sale and, of course, any terms of business associated with the same);
• Acceptance – the other party agreeing to the terms being offered;
• Consideration – the value attached and exchanged as part of the contract (this could be payment for services or goods); and
• Intent – the parties have to show intention to create the contract and legal obligations between them.

Traditionally, formal written contracts have been the evidence courts have looked to in order to determine whether a legally binding contract has been formed, breached or is enforceable. However, in moving with the times, less formal contracts are also being recognised, and this includes oral agreements as well as contracts via email, and now messaging and social media platforms.

Can a contract be formed by WhatsApp?

In the case of Jaevee Homes Ltd v Fincham (2025), the court concluded that as long as the four above elements of a contract were present, exchanges through WhatsApp can constitute a legally binding contract.  

To highlight how easily this can be done through casual conversation, it is worthwhile pointing out that after a mixture of messages discussing scope, timing and price, the building contractor merely asked, ‘Are we saying it’s my job…?’ and the client responded ‘Yes’. The combination of this offer and acceptance along with the prior communications were enough to call it a legal contract between the two parties.

Another earlier example of a similar outcome came from the case of Southeaster  Maritime Ltd v Trafigura Maritime Logistics Pte Ltd (2024), the message was similar: messages sent via WhatsApp can carry the same legal weight as other formal communications.

In other words, it is the substance of the agreement that matters over the method of communication.

What does this mean for your business?

Given the legal position around contract formation using messaging platforms, it is important to consider some of the risks you may face if you frequently use platforms such as WhatsApp for commercial discussions. These risks include:

• The ease with which contracts can bind you. A simple response, such as using an emoji ‘thumbs up’ or a reaction ‘heart’ may be interpreted as acceptance of an offer to terms already discussed either on the same platform or elsewhere. This risk also extends to employees who also use these platforms on behalf of your business.

• Overriding your terms and conditions. If you have standard terms and conditions in place already and then you bind your business into a contract via social media, there is a risk you may create conflicts with your terms and conditions. Is it clear which would prevail – those agreed via social media or your standard business terms and conditions? Conversely, if you do not yet have terms and conditions in place before your contract via WhatsApp was formed, those terms could be hard to incorporate afterwards unless your customer is willing to accept the terms after the WhatsApp interchange.
• Pitfalls of using multiple communication methods. If discussions are spread out between email, social media platforms and even text messages, there is increasing risk of uncertainty in establishing what was actually agreed and when, thus also making it harder to retain copies of such correspondence too.

Practical steps to take and how we can help

The risks mentioned above are not exhaustive and so if your business regularly uses social media for communicating terms and dealing with clients, there are steps you can take to mitigate those risks. We recommend a review of several elements across your business, including, for example:

• Review of communication protocols. Determine if you need to restrict platform use for negotiating or confirming commercial agreements? Do you only use one platform for ease of reference and certainty? Do you only grant that access to certain employees to overcome the possibility of conflicting messages?
• Review of internal policies and training. Do you need to train and guide your employees on the risks inherent with the use of messaging platforms for concluding business? Do you need standard wording to share with potential clients or customers when you first begin discussions on a platform?
• ‘Subject to contract’ caveat. Where discussions are ongoing or clearly not intended to be binding, it is prudent to state those communications are ‘subject to contract’ until a formal agreement is reached. This makes intention to NOT enter into a contract at that time clear.
• Review record keeping. Consider how you would ensure you have access to digital communications relevant to contracts and how to retain that information. For example, if employees are using their personal phones for such communications, have you got procedures in place to allow you access to those relevant interactions after that employee leaves?
• Review of your terms and conditions. Do your terms and conditions currently restrict the use of messaging platforms to bind customers? Are you doing something that renders any clause in your terms and conditions invalid? Is it time to update your terms and conditions so they accurately reflect the way you conduct business and conclude client contracts? It may even be worth considering carving out particular exclusions from what could bind you to a contract via social media – for example, the use of an emoji or communications from unauthorised personnel. Do you need your terms and conditions to prevail in case of inconsistency between terms discussed via WhatsApp or similar platforms and those stated in your terms and conditions?

These are some ways in which we can help you mitigate the risks associated with using messaging platforms for entering into business contracts.

Using a messaging platform to secure a deal or get a sale nailed down quickly can help keep your business competitive in an ever-fast-moving world, and it is possible take advantage of that without exposing your business to inadvertent risks and contracts you did not intend to bind yourself to.

Whether it is practical steps such as conducting a review of how you currently operate and aligning that with your terms and conditions, or developing prudent internal protocols to protect you, our team of solicitors can help you safeguard your business successfully.

For further information, please contact a legal adviser in our corporate and commercial team.

This article is for general information only and does not constitute legal or professional advice. Please note that the law may have changed since this article was published.