Agreement via Whatsapp legally valid?

Agreement via Whatsapp legally valid?

An app with the text “As promised agreed!” turns out to be worth over 1.7 million euros. This follows the ruling that the preliminary relief judge in Rotterdam did early this summer. Where we recently wrote about a man who was in drunk bought a golf course and given his intoxicated state could get out of the sale, the sender of this Whatsapp message got off less well. According to the preliminary relief judge, a contract of sale had been concluded with the message. Lawyer contract law Robert van Ewijk Discusses how the judge arrived at that judgment.

Share purchase agreement

At issue in this matter is a dispute between shareholders into a B.V. The minority shareholder, who holds about 12% of the shares, wants to exit the partnership and therefore offers to sell his shares to the majority shareholder (Techfashion). He makes a proposal for this via e-mail. Negotiations then take place, after which a so-called ’transaction summary’ is drawn up. This lists the details of the deal, including the purchase price of €1.7 million. A short time later the director of Techfashion sends a picture of the signed transaction overview via Whatsapp to the minority shareholder, with the text “As promised agreed!”. That was on Feb. 1, 2023.

“As promised agreed!”

Buyer regrets

After that, some finishing touches are added. Then, however, the buyer retraces his steps. He begins to ask critical questions about subordinated loans in the company to be purchased and suddenly begins to express various reservations. The transfer date also suddenly turned out to be a point of debate. After several weeks of debate, the seller is done with it. Techfashion just has to start buying the shares, on pain of a hefty fine if necessary. penalty, said the seller. Therefore, he sued Techfashion at the court in Rotterdam.

Seller tries to get case transferred to other court

The buyer makes another attempt to move the case to Amsterdam, but fails. Although the shareholders' agreement does state that the Amsterdam court has jurisdiction to hear disputes, this is not a dispute about the shareholders' agreement. In fact, the dispute is about whether an agreement was reached between the parties on the purchase of shares, which is something else. Since Techfashion is based in Rotterdam, the court there has jurisdiction to hear the dispute. The buyer not only lost this rearguard action, but also prosecuted the case itself.

Judge: a deal is a deal, even via Whatsapp

In fact, the court held that with the agreement via Whatsapp and with the email correspondence that took place afterwards, it was sufficiently established that an agreement had been reached. It is true that with the little app of February 1, 2023, there was not yet agreement on all points, but this was reached a short time later by email. The fact that not everything was finalized after that, for example about the transaction timing or how payment would be made, does not change that. Nor do the later reservations that the deal would no longer exist. And as for the critical questions, the interim relief judge was brief: the buyer was the majority shareholder and knew all the ins and outs. Therefore Techfashion was ordered to ensure that the delivery of the shares could take place as soon as possible ánd to pay the purchase price of the shares.

Buyer ordered to comply

The moral of the story: an agreement arises as soon as there is an agreement of will. And whether that agreement is evidenced by Whatsapp messages, shorthand, smoke signals or a fax message: it doesn't matter. As long as you can prove that there is that agreement, and as long as there is no will, then the parties may be bound by it. And getting out from under an agreement is not so easy. Want to avoid this kind of situation? Then take timely contact on with one of the specialists From Lexys Lawyers.