Sales are based on contract, but it isn’t always clear exactly when a contract is concluded and becomes binding.
The legal definition of contract conclusion generally refers to the point at which a contract is made, signifying the end of negotiations and the formation of a legally binding agreement. A binding contract does not necessarily need a signature or even be in writing at all.
In Jaevee Homes Ltd v Fincham [2025] EWHC 942 (TCC), the High Court found that an exchange of WhatsApp messages between the parties constituted a binding contract. The messages confirmed the essential terms of the contract, including the scope of work, the agreed price, and the payment terms, which led the court to conclude that the parties intended to create legal relations and that all essential elements of a binding contract were present. The court also clarified that these messages could not be interpreted as mere pre-contractual discussions, and that later paperwork did not displace the contract already formed over WhatsApp.
Contract conclusion is particularly relevant in our industry to distance sales. The legal definition of a distance sale specifically refers to when a contract is concluded. If your customer commits to purchasing a vehicle before setting eyes on the physical vehicle, it is almost certainly a distance sale. Coming to your premises to collect the vehicle does not negate that fact. If a contract is made at a distance, i.e., by phone or online, it is a distance sale. A later visit to collect the vehicle does not change that, just as the WhatsApp agreement in Jaevee was not overturned by paperwork sent later by one of the parties.
If you want to know more about distance sales, how the rules apply to you, and what happens if you fail to follow them, book onto our next course on 8 October 2025.
If you have had the same issue or a similar problem, call our legal team at Lawgistics for helpline or casework support.
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