Key takeaways
Informal WhatsApp exchanges
These can produce a binding agreement, but much will depend on the language used and the context.
Statutory requirement for a written signature
This will not be fulfilled by a WhatsApp header generated automatically by a messaging platform.
Agreement on significant issues
It is best to put this in writing in a more formal medium.
Reid Roberts & another -v- Mei-Lin & another [2026] EWHC 49 (Ch)
2025 saw two English Court cases, in which a key issue was whether the parties had concluded a binding contract via an exchange of WhatsApp messages.
In Jaevee Homes -v- Fincham [2025] EWHC 942 (TCC), the Court found that informal WhatsApp messages between a developer and a contractor regarding some demolition works amounted to a binding agreement on the terms agreed in those exchanges. Furthermore, a subsequent purported contractual document sent by email by the developer to the contractor did not form part of the agreement because the contract had already been concluded. For further details, see our article: WhatsApp Messages Binding Agreement | Hill Dickinson
In DZAN Ltd -v- Coupang [2025] EWCA Civ 1083, the Court of Appeal agreed with the Commercial Court that a contract as to co-exclusive broadcasting rights had been concluded by an exchange of emails, set in the context of WhatsApp message and telephone calls. The Court of Appeal dismissed the argument that there was no binding agreement because the longer form contract had not yet been agreed. For more details, see our article: When is a binding contract formed?
In this latest case, the Court considered whether certain WhatsApp and email messages between a husband and wife amounted to a valid disposition by the husband of his beneficial interest in the matrimonial property to the wife and whether such a disposition satisfied the requirements of s.53(1) of the Law of Property Act 1925 (LPA) or not. The Court decided that that there was no demonstrated intention to make such a disposition and that the LPA requirements would not in any event have been satisfied.
The decision is relevant beyond property disputes and the requirements of the LPA because it will apply in any case where there is a requirement that a contract be signed and the parties have used informal communication methods.
The background facts
Husband and wife purchased the Property in question in 2009 and held it in their joint names. They had two children, then separated in 2016. The wife, Ms Lin, remained at the Property with the children.
In October 2017, Ms Lin commenced divorce proceedings. The husband, Mr Gudmundsson provided details of his assets and liabilities for the purposes of the divorce and financial remedy proceedings. Prior to the financial remedy proceedings being heard by the Family Court in February 2019, the couple had been communicating with regard to the settlement and other aspects of the divorce. These communications included WhatsApp and email exchanges on 2 December 2018 and 3 December 2018 which, Ms Lin subsequently alleged, led to an immediate and effective transfer by Mr Gudmundsson to Ms Lin of his beneficial interest in the Property.
The financial remedy hearing took place in February 2019, but the judgment was delayed until March 2020. In the meantime, a bankruptcy order had been made against Mr Gudmundsson. The judge ordered that Mr Gudmundsson’s interest in the Property be transferred to Ms Lin.
Ms Lin failed in her attempt to have the bankruptcy order annulled. Trustees in bankruptcy were appointed, and in February 2023, they applied for possession of the Property and an order for sale.
The application was heard in February 2024. This was the first time that Ms Lin raised the argument that the December 2018 exchanges amounted to a valid transfer to her of her husband’s share of the Property.
In April 2024, the Deputy Judge ordered Ms Lin to give vacant possession of the Property and for the Property to be sold by the Trustees. Permission to appeal was refused.
In July 2024, an appeal was allowed against the order in the financial remedy proceedings on the basis that the judge had no power to order a transfer of Mr Gudmundsson’s share in the Property to Ms Lin because of the bankruptcy order.
One issue that then arose was whether the December 2018 communications included a disposition by Mr Gudmundsson of his beneficial interest in the Property to Ms Lin and, if so, whether such disposition was in writing such as to satisfy the requirements of s.53(1)(a) and/or (c) of the LPA 1925, that is: "… in writing signed by the person" disposing of the same.
The Deputy Judge’s findings
The Deputy Judge had concluded that the WhatsApp exchanges on their own demonstrated a clear intention by Mr Gudmundsson to release his share of the Property to his wife. As did one of his emails. The Deputy Judge concluded that because the emails within the 2018 communications finished "All the best, Audun Mar Gudmundsson", the requirements of s.53(1) were satisfied. To the extent that any one or more of the emails did amount to an immediate disposition of Mr Gudmundsson's interest in the Property, it was not disputed that this amounted to "writing signed by" Mr Gudmundsson sufficient to satisfy s.53(1).
The Deputy Judge also found that the requirements of s.53(1) were satisfied in respect of the WhatsApp messages. While the WhatsApp messages did not conclude with Mr Gudmundsson's name, his name was "in the header to the messages for the purpose of identifying [Mr Gudmundsson] as the sender and authenticating the message as originating from him."
However, the Deputy Judge considered himself bound by authority specific to divorce proceedings to decide that there was no such disposition in this case. It was, however, common ground that the Deputy Judge was wrong on this point. Therefore, the Chancery Court had to decide whether the Deputy Judge had been right in his construction of the WhatsApp messages and emails and also as to whether the LPA requirements were satisfied.
The Chancery Court decision
Considering the WhatsApp messages and emails comprising the 2018 communications in their context, the Court decided they did not demonstrate Mr Gudmundsson evincing an intention at any point to unequivocally and immediately relinquish his interest in the Property in favour of Ms Lin.
The Court emphasised the following points:
The context of the divorce proceedings was important because the solicitors instructed by the parties would ordinarily be expected to deal with finalising any settlement agreement and disposing of any property interests.
It was significant that the couple began their communications by way of the relatively informal medium of WhatsApp messages. In the Court’s view, whilst it might be technically possible for a WhatsApp message to have the requisite dispositive intent and satisfy the requirements of s.53(1) LPA 1925, the use of such a medium pointed against an intention to affect such a significant transaction as the transfer of a beneficial interest in a relatively high value property such as the Property.
Taken on their own, the emails did not assist Ms Lin. Additionally, the language used in the WhatsApp messages and emails did not indicate an intention on the part of Mr Gudmundsson to divest himself of his interest in the Property forthwith.
The language of the WhatsApp messages pointed more towards agreement to Mr Gudmundsson divesting himself of his interest in the Property as part of an overall divorce settlement, rather than as pointing to an intention to immediately divest himself thereof. Mr Gudmundsson had also changed his mind in the course of the exchanges and subsequently denied any agreement in those exchanges. The correspondence was not, therefore, unequivocal.
The Court, therefore, found that Ms Lin had not demonstrated that her husband had intended to transfer his share of the Property to her. Even if this were wrong, the WhatsApp messages would not have satisfied the LPA requirements.
The Court rejected Ms Lin’s argument that Mr Gudmundsson's name appearing at the top in the relevant WhatsApp chat feed on her phone was sufficient to amount to Mr Gudmundsson's signature for the purposes of s.53(1) LPA 1925 because it authenticated the document by showing who it came from (even though he did not put the name there himself).
Instead, the Court decided that the header within a WhatsApp "chat" identifying the sender was like an email address that was added by the relevant service provider to the top of an email. It was not part of the actual message itself, but merely provided a mechanism designed by the relevant service provider to allow the sender of the email or WhatsApp message to be identified. In the Court’s view, it was properly to be regarded as incidental to the message itself, rather than as forming part thereof. There was, therefore, no necessary authenticating intent in relation to the heading and the WhatsApp messages.
Comment
It remains to be seen whether this decision will be appealed. In the meantime, the following points are worth noting:
Where there is a legal or contractual requirement for a written signature, consideration should be given to ensuring that agreement on significant issues is committed to writing in a more formal medium to avoid challenges of this kind. This judgment clearly underscores the limits of treating informal messaging—such as WhatsApp or email—as dispositive instruments in circumstances involving heightened formality. In Jaevee Homes -v- Fincham, the WhatsApp exchanges were held to contain a clear, complete and immediate agreement, with no surrounding procedural context suggesting the need for more formal documentation. Likewise, in DZAN Ltd -v- Coupang, the Court of Appeal upheld a finding that a binding agreement arose through informal communications because the parties’ conduct demonstrated that they regarded the deal as concluded notwithstanding the absence of a later long form contract.
By contrast, the Court here viewed the communications between the husband and wife as part of broader divorce and financial remedy proceedings in which lawyers had already been instructed—strongly indicating that any disposition of a beneficial interest would ordinarily be formalised through proper legal channels. The exchanges lacked the certainty, immediacy and consistency of intention that were present in Jaevee Homes and DZAN. Moreover, the statutory requirement under s.53(1) LPA 1925 for a “signature” could not be satisfied by a WhatsApp header generated automatically by the messaging platform. This additional statutory hurdle—absent from the commercial settings of the earlier cases—provides a further basis on which to distinguish them. Had Mr Gudmundsson manually added his name to the foot of the relevant messages in this case, for example, the outcome could have been different.
The fact that Ms Lin did not raise the argument between 2018 and 2024 suggests that she did not consider the messages as effecting a completed transfer at the time. The issue appears only to have been raised much later, presumably upon legal reflection by her solicitors. That delay further illustrates why the Court was not persuaded that the parties intended an immediate, binding disposition in 2018.
