From Text to Terms: Navigating Modern Contracts in Digital Communications

In today’s digital age, contracts are no longer confined to paper, wet signatures, and formal legal language. Agreements made through messaging apps like WhatsApp, text, or even email can be legally binding—depending on the circumstances. This shift has changed the way we think about what a “contract” actually is.

So, What Is a Contract?

At its most basic level, a contract is a legally enforceable agreement between two or more parties. To be valid, it typically requires the following elements:

• Offer: One party proposes specific terms.
• Acceptance: The other party agrees to those terms.
• Consideration: Something of value is exchanged (money, services, goods, etc.).
• Mutual Intent: Both parties intend to be legally bound.

This structure doesn’t require formal formatting or specific language. That’s why even informal communications—if they clearly show all four elements—can potentially create binding obligations.

Can Messages Be Legally Binding?

Yes, under U.S. law and many other legal systems, messages exchanged via platforms like WhatsApp, iMessage, Slack, or email can form enforceable contracts if they meet the requirements above. Courts look at the substance of the communication, not the medium. That means if two parties agree to essential terms—such as price, deliverables, and timeline—and one party acts on that agreement, it can be recognized as a contract.

This was highlighted in several recent cases, where courts ruled that texts and chat messages represented a “meeting of the minds,” particularly when supported by clear documentation or follow-up behavior (like making a payment or beginning work).

Why It Matters for Businesses

Informal communication has become the norm in many industries, which increases the risk of unintentionally entering into binding agreements. For example, if a client texts a contractor agreeing to start work based on discussed terms, that message could carry legal weight—even without a signed contract.

This doesn’t mean all messages are automatically enforceable, but it does mean businesses should be intentional and cautious in how they communicate about terms, especially in writing. If the content reflects a clear agreement, courts may find a valid contract exists.

Best Practices to Avoid Unintended Agreements

To protect against unintended obligations, consider the following:

• Be clear about intent. If you’re still negotiating, use language like “pending agreement” or “not final.”
• Use formal contracts for complex or high-value deals.
• Follow up verbal or casual agreements with formal documentation.
• Train team members to be careful with how they phrase emails, texts, and chats.

Conclusion

Contracts are evolving with the way we communicate. While traditional written agreements remain the gold standard for clarity and protection, businesses should understand that legal obligations can arise from even the simplest text exchange. When in doubt, put it in a proper contract—or at the very least, speak clearly and intentionally in writing.