In an increasingly online world, many of our day to day transactions and business dealings take place via instant messaging platforms such as WhatsApp or Facebook. For those involved in the equestrian world, it is not uncommon for the details of a sale and purchase of a horse to be discussed, and even agreed, via WhatsApp. But can those messages constitute a legally binding contract?
The recent High Court case of Jaevee Homes Ltd v Fincham [2025] EWHC 942 (TCC), serves as an important reminder that legally binding contracts can indeed be formed over messaging apps, even when that may not have been the parties’ intention.
Although that case did not concern the sale of a horse, it provides important guidance for those who negotiate sales via messaging platforms.
In Jaevee Homes v Fincham, the parties were engaged in discussions over a property development project. Communications were conducted primarily via WhatsApp, including key terms such as pricing. One party later disputed that any binding agreement had been reached.
The Court disagreed. It found that a contract had been formed based on the WhatsApp messages because the essential elements of a contract were present:
- Offer a clear proposal to contract on specific terms.
- Acceptance an unqualified agreement to those terms.
- Consideration something of value (usually money) exchanged.
- Intention to Create Legal Relations both parties must intend to enter into the agreement
- Certainty the terms must be sufficiently clear and complete.
Despite the informal medium, the Judge emphasised that where the language used in messages reflects a “meeting of minds” and agreement on essential terms, a legally enforceable contract can be formed, even without a formal document or signature.
What does this mean for horse sales?
In the equestrian world, it is common for buyers and sellers to use WhatsApp to:
- Exchange photos and videos
- Negotiate prices
- Arrange viewings or vettings
- Confirm sale terms
Often, these conversations are casual and may be seen to lack legal formalities. However, as Jaevee Homes v Fincham illustrates, if these communications include a clear offer and acceptance of terms, a binding contract could be formed.
Example Scenario
Imagine the following WhatsApp exchange:
Buyer: If you will accept £10,000 for the gelding, I can collect on Friday.
Seller: That’s fine. I’ll have him ready on Friday
The buyer or seller might have intended to sign a formal contract at the point of collection. However, a court might find that a contract was already formed through this exchange, particularly if payment was made before a contract signed. Importantly, the test of whether a contract has been formed is objective, it does not matter what each party thought that they were doing, but what a reasonable person would conclude that they were doing, based on their words and conduct.
How can we avoid creating unintended contracts?
To reduce the risk of unintentionally forming a legally binding contract when discussing horse sales over WhatsApp:
- Use Disclaimers Add language to clarify that discussions are preliminary and non-binding: “”Subject to signed contract”” “”Pending formal agreement””
- Move to Formal Channels for Agreements Once negotiations are complete, send a formal written contract via email or signed on paper in person. That contract should set out all of the key terms, and contain warranties which are important to either party.
- Keep Clear Records If a dispute arises, being able to demonstrate that no binding agreement was intended can make a significant difference.
- Consider Legal Advice for High-Value Sales For horses of material value or complex arrangements (e.g., payment plans, trial periods, overseas sales), seek professional legal advice before concluding the deal.
While messaging apps provide speed and convenience, they also demand care. Every message sent could be relied on at a later date whether it be to prove a contract, or in respect of a dispute post sale. Treat messaging communications as you would an e-mail- think before you click send. By applying disclaimers, using cautious language, and moving to formal agreements when appropriate, you can protect yourself from accidental commitments or expose yourself to legal complaints later down the line.
