Kenya’s High Court has ruled that agreements reached through WhatsApp messages, SMS and phone calls can be legally binding, reaffirming that the substance of an agreement and the conduct of the parties take precedence over formal paperwork.
The ruling arose from a dispute in which the court upheld a Ksh145, 000 judgment based on an agreement that was never written, signed or stamped. The decision affirms that contracts formed through digital communication are enforceable as long as the key elements of a contract—offer, acceptance and consideration can be proven.
The case, Fredrick Ochiel v Kennedy Okoth (2026), centred on a leasing arrangement for an ultrasound machine negotiated through phone calls and WhatsApp messages. The appellant argued that no valid contract existed because the agreement had not been reduced into writing.
However, court records showed that the respondent collected the ultrasound machine, used it for business, made partial payments and failed to return the equipment. When full payment was demanded, the defense maintained that the absence of a written contract rendered the agreement invalid.
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The High Court dismissed this argument, finding that the parties had agreed on the daily leasing charges and acted on those terms. The court noted that continuous communication through WhatsApp and SMS regarding payment and the return of the machine demonstrated a clear understanding between the parties.
In dismissing the appeal, the judges reiterated the long-standing principle of contract law that a contract does not have to be in writing to be enforceable. They held that the WhatsApp messages, SMS exchanges, partial payments and the conduct of the parties clearly demonstrated a meeting of minds and a mutual intention to be bound by the agreed terms.
The court further stated that courts cannot rewrite contracts or protect parties from obligations they willingly assume, unless there is evidence of fraud, coercion or illegality. It added that the lack of a written agreement is not a defence where surrounding evidence proves the existence of a valid deal.
By Obegi Malack
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