When emails, messages and even emojis become legally binding: Lessons every business owner must know

Business moves fast. Deals that once took weeks of meetings now often take place in a message or e-mail thread. But here’s the question every business owner should ask: can an informal message exchange legally bind your business? According to the latest court rulings - yes, it can. Recent decisions have found that messages on WhatsApp, Microsoft Teams, or e-mail can carry the same commercial weight as signed documents. Even a thumbs-up emoji has been held to form a binding contract.

In this article, our Legal team break down the latest cases on information communication forming binding legal agreements, and offer their practical advice for businesses to protect themselves from falling into this trap.

Informal communication, serious consequences

Most business negotiations today happen in writing, but not through letters. Ofcom's SME communications research shows that UK businesses have become increasingly reliant on mobile, video calls, messaging services and even social media for day-today communication - a trend thats accelerated after the pandemic. It’s fast, efficient, and easy - but it also blurs the line between “talking about a deal” and “making a deal.”

Courts are now regularly asked to decide when an e-mail, chat message or even an emoji crosses that line.

What happened in the Jaevee Homes case

A developer and demolition contractor agreed a job worth nearly £250,000 through a short WhatsApp exchange. They discussed the work, price and payment terms. The developer later sent a formal subcontract, but it was never signed.

When the relationship broke down, the question was whether the deal had already been struck in WhatsApp or only when the formal subcontract was sent.

The court found that:

• The WhatsApp messages showed offer, acceptance, and consideration - enough to form a valid contract.

• Starting work confirmed both sides intended to be bound.

• The absence of a signed document didn’t matter.

• The statutory payment rules under the Construction Act applied, meaning the contractor’s invoices were valid.

In short: the court looked at what the parties did and said, not how formal the exchange was.

How DAZN learned the hard way

Sports streaming company DAZN agreed to share broadcasting rights for the FIFA Club World Cup through emails and WhatsApp messages with South Korean platform Coupang.

Both sides confirmed the deal and began preparations, but before a formal contract was signed, DAZN got a better offer elsewhere and tried to back out.

The Court of Appeal ruled that a binding agreement already existed.

• DAZN’s email saying “we will accept your offer” created a valid acceptance.

• The parties’ actions, e.g. planning marketing and instructing lawyers, proved intent to be bound.

• Because they hadn’t used the term “subject to contract,” the court treated the messages as final.

The court made clear: even when you expect a formal contract later, you can still be bound now if all essential terms are agreed.

Thumbs up = contract? The Canadian emoji case

In a Canadian dispute, South West Terminal Ltd offered to buy flax from Achter Land & Cattle. They texted a photo of the contract and asked for confirmation. Achter replied with a thumbs up emoji.

When the flax wasn’t delivered, the court found the emoji counted as legal acceptance.

• The parties had a history of confirming deals through short messages like “OK” and “Yup.”

• The emoji fit that pattern and showed agreement.

This case isn’t binding in the UK, but it echoes the same principle seen in Jaevee Homes and DAZN - that context and conduct matter more than formality.

What this means for your business

Across all three cases, the message is clear - substance over form.

• A deal can exist even without a signed document.

• If your messages show an offer and clear agreement on key terms, along with an intent to create legal relations, a valid contract can be formed.

• Sending a “formal contract” afterwards doesn’t erase what’s already been agreed informally.

Whether it’s a thumbs-up, a “yes,” or “we accept,” what matters is how a reasonable person would interpret the exchange in context.

How to protect your business when communicating about deals digitally

1. Use “subject to contract” in early discussions so messages or e-mails aren’t taken as final.

2. Involve your legal team early when commercial terms start taking shape.

3. Be clear about intent - say when you’re agreeing “in principle” or waiting for sign-off.

4. Define key terms (scope, price, payment) carefully if you do intend to be bound.

5. Watch your actions - starting work or making payments can demonstrate that there is a contract in existence.

6. Keep written records - courts rely heavily on written communication trails.

7. Train your team to recognise that even emojis or casual replies can have legal consequences.

8. Adopt a company policy on how staff should use WhatsApp, Teams and similar tools for business if you use them in your day-to-day operations, particularly when communicating with clients.

Final thoughts

Digital communication has made business faster, but not less binding. Courts will look at intent, clarity, and conduct - not whether a deal was signed in ink or sealed with an emoji.

If your message looks like a contract, acts like a contract, and is followed like a contract, a court may decide it is a contract.