When a WhatsApp Chat Becomes a Contract: High Court
When a WhatsApp Chat Becomes a Contract: Why Kenya’s High Court Just Changed the Game
When WhatsApp Messages Become Binding Contracts in Kenya in the case of Fredrick Ochiel v. Kennedy Okoth involved the lease of an ultrasound machine. The dispute wasn’t about a signed contract but about informal negotiations and agreements through WhatsApp messages, SMS, and phone calls.
The case has reaffirmed a long-standing principle of contract law: a contract does not have to be written or formally signed to be legally enforceable. What matters is the intention of the parties and whether the essential elements of a contract are present.
WhatsApp messages, SMS correspondence, and verbal agreements can constitute a valid and enforceable contract, provided they demonstrate:
- a clear offer,
- an unequivocal acceptance,
- consideration (payment or promise of value), and
- an intention to create legal relations.
The Court emphasized that modern commerce has evolved, and the law must reflect how parties actually transact. Where parties negotiate terms through digital platforms and subsequently act on those terms for example through delivery of goods, provision of services, or partial payment the Court will not allow a party to escape liability merely because the agreement was not reduced into a formal written contract.
Importantly, the Court reiterated that conduct is as powerful as words. Actions such as taking possession of goods, utilising services, or making payments serve as strong evidence of intention and acceptance.
This decision carries significant implications for businesses, professionals, and individuals who routinely conduct transactions via mobile messaging platforms. Casual or informal communication can have serious legal consequences if it demonstrates a meeting of minds.
The key lesson is simple: if your messages show agreement on essential terms, the law may treat them as a binding contract. Parties should therefore exercise caution, clarity, and consistency when negotiating or confirming agreements through digital communication.
In today’s digital age, your phone can be your contract. HOW you ask?
📌 Save screenshots of your chats.
📌 Make sure terms are clear price, dates, delivery, payment.
📌 Don’t delete messages related to a deal.
📌 If possible, follow up with a simple written confirmation or email.
