Blow to Employers as Court Rules WhatsApp Messages Can Form Binding Contracts

The High Court has ruled that WhatsApp messages can form legally binding contracts.

In its ruling, the Court upheld a KSh 145,000 judgment arising from an agreement that was never written, signed, or stamped.

The case, Fredrick Ochiel v Kennedy Okoth (2026), involved a dispute over an ultrasound machine that was leased through phone calls and WhatsApp messages.

High Court Rules WhatsApp Messages Can Form Binding Contracts

The machine was collected, used, partially paid for, and never returned. When the owner requested full payment, the defendant argued that there was no formal agreement in place.

However, the Court found that there was clear evidence of an oral agreement supported by digital communications. Messages between the parties demonstrated that Ochiel agreed to lease the machine at KSh 1,000 per day, and partial payment of KSh 5,000 was made, confirming the arrangement.

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“There was no written agreement” is not a valid defence when evidence shows otherwise, the Court stressed.

The High Court held that contracts do not need to be written to be enforceable, as long as the key elements, offer, acceptance, consideration, and capacity, can be proven. Courts also consider conduct and communications, such as emails, SMS, and WhatsApp messages, as valid evidence.

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The judgment also clarified that the Siaya Small Claims Court had proper jurisdiction since the Appellant resided and worked for gain in Siaya, even though the transaction originated in Kiambu County.

In dismissing Ochiel’s appeal, the Court noted that he had used the ultrasound machine without completing payment and failed to return it, causing financial loss to Okoth. The appeal was therefore deemed meritless and dismissed with costs.

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The Court based its argument on a key principle of contract law: a contract does not need to be in writing to be enforceable. Oral agreements are valid as long as offer, acceptance, and consideration can be demonstrated. In this case, the WhatsApp messages, SMS exchanges, partial payment, and the behavior of both parties confirmed that a mutual understanding existed.

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Photo of the Judiciary. PHOTO/NMG