Text messages and WhatsApp chats can carry the full force of a legal contract, the High Court has affirmed, highlighting the growing role of digital communication in Kenya’s business environment.
The court ruled that even informal online exchanges can create enforceable agreements if the core elements of a contract are present.
The case involved two business associates, Fredrick Ochiel and Kennedy Okoth, whose arrangement over an ultrasound machine ended in legal proceedings. The High Court in Siaya dismissed Ochiel’s appeal and upheld the small claims court award of Sh145,000 in favor of Okoth.
The dispute began in September 2024 when Okoth said he verbally agreed to lease his ultrasound machine to Ochiel for Sh1,000 per day over 145 days. Ochiel collected the machine in Nairobi, paid only Sh5,000, and did not return it. He denied agreeing on the daily rate and argued that the absence of a written contract meant no binding deal existed.
The trial court sided with Okoth, and the matter moved to the High Court. At the center of the appeal was a question with wider implications: whether digital messages like SMS or WhatsApp can constitute a valid business contract. Justice David Kemei answered clearly in the affirmative.
“It is trite law that oral agreements made in good faith are legally binding as long as the claimant can substantiate them,” the judge said, referencing Section 107 of the Evidence Act. He explained that contracts do not need to be in writing to be enforceable, as long as there is evidence of offer, acceptance, consideration, and capacity.
“Contracts can be inferred from the conduct of the parties and need not be in writing,” the court said, adding that agreements can be proven through “emails, texts, written communication and conduct”. In this case, the court reviewed WhatsApp messages and SMS sent by Okoth, which reflected discussions on daily charges, payment schedules, reasons for delays, and partial repayment requests.
“It is noted that the parties did not sign any written agreement, but there are several short text messages (SMS) and WhatsApp correspondences that were presented by the respondent as evidence of an oral agreement,” the court observed.
Ochiel admitted to picking up the machine and paying Sh5,000, a fact the court noted was “captured in the communications.” Based on the messages, the judge found “an obvious meeting of minds” and concluded that “the terms of the oral agreement are captured in the correspondences via SMS and WhatsApp messages [and] bound the parties.”
The court also addressed Ochiel’s objection over the admissibility of the messages, which he claimed were invalid without a certificate under Section 106B of the Evidence Act. The court rejected this argument, noting that Ochiel had withdrawn his initial objection and did not contest the documents when presented.
“The appellant is therefore deemed to have agreed with the contents of those communications,” the court stated. The judgment stressed that courts will not alter agreements simply because one side later regrets them. Citing previous rulings, the judge noted that contracts remain enforceable unless fraud, coercion, illegality, or undue influence is proven.
Claims that the lease fees were higher than the cost of a new machine were dismissed. Jurisdiction arguments also failed. Even though the ultrasound machine was picked up in Dagoretti, Kiambu, the court ruled that Siaya was proper because the respondent resided and worked there, following the Civil Procedure Act.
Ultimately, the appeal was dismissed with costs. The court found that Ochiel acted in bad faith by using the machine without paying in full and failing to return it.
Beyond the Sh145,000 award, the ruling sends a strong signal to businesses and individuals: informal digital communications can form binding contracts if they show clear agreement and mutual understanding.
