Contract law is often seen as the domain of black-and-white rules, heavily reliant on formalities and precise drafting. But several recent court decisions seem to be signaling a shift toward commercial common sense—with real implications for contract lawyers, in-house counsel, and anyone involved in commercial negotiations.

Here are three contract law developments you need to know:

1. Price “To Be Fixed”? Still Binding

Case: KSY Juice v Citrosuco

A longstanding assumption in contract law is that an “agreement to agree” on a key term—like price—renders a contract unenforceable. But in KSY Juice v Citrosuco, the Court of Appeal confirmed that this is not necessarily always the case and that courts should try to find the “true construction” of the drafting. In this case, the court found that where a deal is already operating commercially and other key terms are sufficiently certain, a partially open-ended price clause won’t necessarily invalidate the contract. Instead, the court can imply a reasonable price in some circumstances, e.g. if doing so is consistent with the remainder of the contract, there is a logical rationale for the parties having allowed for pricing flexibility, and—significantly—a reasonable market price can be objectively determined.

Key takeaway: If your agreement leaves price “to be fixed,” it may still be binding, especially if the parties are performing. Still, drafting in a fallback mechanism—such as an independent expert’s valuation or market rate—is best practice.

2. WhatsApp Messages Can Form a Contract

Case: Jaevee Homes v Fincham

This decision will make many rethink what they send via messaging apps and email. In Jaevee Homes v Fincham, the court held that WhatsApp messages confirming the price, scope, and key commercial terms were enough to form a binding contract—even though the tone was informal and even without agreement on non-essential terms like payment frequency or duration of the works. In this case, the court found that some of those non-essential terms could be implied (e.g. duration) or that they had in fact been agreed through the WhatsApp exchange. It was decided that the following exchange was enough to create the contract: “Are we saying it’s my job mate so I can start getting organized mate?” “Yes.”

Key takeaway: If essential terms (of which there are not many) are present, informal digital communications (including WhatsApp, texts, or emails) can amount to enforceable contracts. If you’re negotiating or confirming deals via chat, assume those messages could commit you to legally binding obligations. Otherwise, make clear that communications are “subject to contract”, and ensure that a written contract is signed as soon as possible, making clear which documents form part of the agreement.

3. Imperfect Email Notification Still Valid

Case: Inspired Education v Crombie

In another surprising turn, the court ruled that informal notification via email—even when not addressed to the exact recipient specified in the contract—was valid, so long as the intent and timing were right. The seller under a share purchase agreement (SPA) was required to “notify the buyer in writing” whether certain draft completion accounts were agreed. If the seller did not “make any written notification” within a prescribed period, the completion would be deemed to have been agreed. The SPA also required that notices be delivered by a specific method and to a specific individual. In the case, the notification of objection to the draft completion accounts was sent to the buyer’s accountant (not the individual named in the contract), so the buyer claimed that it was not valid. Interestingly, the court distinguished between a formal “notice” and a “notification,” finding that “notification” implied something more flexible than a “notice”.

Key takeaway: While this may sound like a green light for casual notice, it’s not. Always try to comply strictly with notice provisions in your contract. But drafters, take note: you should clearly define which communications fall under your notices clause—and use consistent language.

Final Thought: Courts Are Embracing Commercial Reality

Across these cases, one theme stands out: courts are showing a growing willingness to uphold deals that make commercial sense, even when formalities fall short. That’s not a license for sloppy drafting or a lax approach to compliance—but it is a reminder that structure and clarity should be your goal, even as informality increasingly carries legal significance. Perhaps this signals a shift in English court decisions towards a more “European” approach to contract interpretation.

Did these decisions surprise you? Have you seen other recent shifts in how courts treat commercial contracts? Let’s discuss.