The English Court of Appeal has affirmed that WhatsApp messages and Emails Form a Binding Contract.

Waboga David
Sep 23
2 min read

The English Court of Appeal has confirmed that commercial parties can enter into binding contracts through informal WhatsApp messages and emails, even where they intend to formalise the agreement later, and some terms remain to be finalised.

Courts findings

A binding contract may arise if the whole course of negotiations shows the parties’ intention to be legally bound.
The decisive question is whether the parties agreed on the terms they considered essential, leaving only non-essential matters for later documentation.
Courts recognise that business people often use less precise language than lawyers in negotiations.
Urgency of performance can influence whether an agreement is treated as binding.

Case Outcome

The Court held that a binding sublicence agreement was formed based on, an email from the sublicensee confirming its intention to acquire FIFA Club World Cup media rights with key terms (rights, territory, exclusivity, financials); and the sublicensor’s reply accepting the offer and confirming a contract draft would follow.

These exchanges, supported by extensive WhatsApp and email correspondence, created a binding agreement despite the absence of a signed formal contract.

Practical Implications

Parties who do not wish to be bound should use clear formulae such as “subject to contract” in correspondence.
Informal communications can unintentionally crystallise into binding agreements, exposing parties to liability.
Other jurisdictions may differ: for example, under German law (§ 154 BGB), there is a presumption that no contract exists until all essential terms are agreed or the formal document is executed. However, such communications may still create binding preliminary obligations.

Takeaway

WhatsApp and email negotiations can bind commercial parties just as effectively as signed contracts. Exercise caution, and explicitly state if communications are not intended to be legally binding.

Read the full case