NAIROBI, Kenya — The High Court has upheld a Sh145,000 judgment arising from an agreement that was never written, signed, or stamped, reaffirming that contracts formed through phone calls and WhatsApp messages are legally binding under Kenyan law if key elements are established.
In the case of Fredrick Ochiel v Kennedy Okoth (2026), the court was asked to determine whether a leasing arrangement for an ultrasound machine, negotiated through calls and WhatsApp messages, constituted an enforceable contract despite the absence of a formal written agreement.
Court records show that the respondent collected the medical equipment, put it to commercial use, made partial payments, and failed to return the machine as agreed.
When the appellant demanded full payment, the respondent argued that no valid contract existed because the arrangement had never been reduced into writing.
The High Court rejected that defence, finding that the parties had clearly agreed on the daily leasing charges and acted consistently with that agreement.
The court noted that continuous communication through WhatsApp messages and phone calls, coupled with partial payment and possession of the equipment, demonstrated a clear meeting of minds.
In dismissing the appeal, the court reaffirmed a settled principle of contract law: a contract does not need to be written to be enforceable, so long as offer, acceptance, and consideration are proved.
“The absence of a written agreement is not, in itself, a defence where the surrounding evidence demonstrates mutual intention and performance,” the court held.
The judges pointed out that the respondent’s conduct—collecting the machine, using it for business, and making payments—was inconsistent with his claim that no agreement existed.
They ruled that the communications exchanged between the parties amounted to clear evidence of consensus and intention to be bound.
The court further emphasised that courts cannot rewrite contracts or rescue parties from obligations they voluntarily assume, unless there is proof of fraud, coercion, mistake or illegality.
The ruling aligns with established Kenyan jurisprudence and the Law of Contract Act, which does not require contracts to be in writing unless expressly mandated by statute, such as in transactions involving land under Section 3(3) of the Act.
The decision also reflects the realities of modern commerce, where business arrangements are increasingly conducted through digital platforms.
Kenyan courts have, in recent years, recognised electronic communication as valid evidence of contractual relationships, provided authenticity and intention can be demonstrated.
The decision has far-reaching implications for entrepreneurs, traders and professionals who routinely transact through mobile platforms. It underscores the importance of clarity in digital communications and awareness that such exchanges can carry binding legal consequences.
