Jaevee Homes Limited v Mr Steve Fincham (t/a Fincham Demolition)
Citation: [2025] EWHC 942 (TCC)
Background Facts
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The parties were Jaevee Homes Ltd (a property developer) and Mr Steve Fincham trading as Fincham Demolition.
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The project was for demolition works at the former Mercy nightclub in Norwich.
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Initial discussions by email and WhatsApp in May 2023.
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Fincham provided a quotation for £256,000, later reduced to £248,000.
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On 17 May 2023, via WhatsApp, Jaevee confirmed Fincham had "got the job," and payment terms were discussed (monthly applications, payment 28–30 days after invoice).
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Fincham issued four invoices totalling approx. £196,000 plus VAT. Jaevee paid £80,000.
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Fincham initiated adjudication claiming unpaid sums. The adjudicator decided in Fincham’s favour, awarding him approx. £145,000 including interest and fees.
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Jaevee resisted enforcement, arguing invoices were not valid applications and that a formal subcontract sent later (with stricter terms) governed the relationship.
Judgment
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Contract formation:
The court held that the contract was concluded on 17 May 2023 via WhatsApp messages. The formal subcontract documents sent later were not incorporated.
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Payment terms:
The contract allowed Fincham to make one application for payment per month, with payment to be made 28–30 days after each invoice.
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Invoices:
Invoices 1078 and 1079 (first two) were valid as applications for payment within the agreed monthly structure.
Later invoices were more contentious, but ultimately at least three out of four were found to be valid.
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Outcome:
The court upheld the adjudicator's decision in favour of Fincham.
Jaevee’s attempt to argue that the formal subcontract (sent on 26 May) applied was rejected.
Jaevee’s claim under Part 8 proceedings was dismissed.
General Principles Developed
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Informal communications can form binding contracts:
Even WhatsApp messages can create enforceable agreements if key terms (scope, price, intention) are clear.
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Primacy of actual agreement over later formal documents:
Subsequent attempts to impose standard terms or formal contracts will not override a concluded agreement unless expressly accepted.
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Freedom to define payment mechanisms:
Parties can agree simple payment structures (e.g., invoices paid within 30 days) that may still comply with the Housing Grants, Construction and Regeneration Act 1996, provided they are clear.
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Limited role for the Scheme for Construction Contracts:
The statutory Scheme only supplements contractual terms where parties fail to agree adequate mechanisms. Here, an agreed mechanism existed.
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Objective interpretation:
The court will consider conduct and communications in context to objectively determine whether a contract was formed and what terms were agreed.