The recent Court of Appeal decision in DAZN Ltd v Coupang Corp is a stark reminder that legally binding contracts can be formed even by more informal means. In this case, the Court determined that a high profile $1.7 million deal was reached between two parties simply as a result of a series of WhatsApp messages, phone calls and emails.

Background

DAZN held the licence for the FIFA World Cup 2025 and was permitted to sub-licence the broadcasting rights in different territories. Coupang ran an online streaming platform in South Korea.

In early 2025, the parties entered into negotiations for DAZN to sub-licence the broadcasting rights to Coupang. These discussions took place via WhatsApp messages and phone calls.

In February 2025, Coupang sent a proposal to DAZN by way of email. A representative of DAZN responded by email confirming the proposal was accepted and indicated that a draft contract would be circulated. The acceptance of the proposal was then re-confirmed in WhatsApp and DAZN encouraged Coupang to start marketing the content.

In March 2025, DAZN informed Coupang it had received a higher bid from a rival third party. In response, Coupang issued a claim for injunctive relief to prevent DAZN from contracting with the rival third party.

The Court’s decisions

The first instance Judge found in favour of Coupang and held that a binding contract had been made as a result of the email exchange.

DAZN appealed this decision arguing that there was no intention to immediately create legal relations and that the agreement reached was subject to contract.

The Court of Appeal was not swayed by these arguments. It gave weight to the facts that (i) negotiating in this way was standard industry practice, (ii) the parties had agreed all the “essential” terms and (iii) the parties conducted themselves in a way that was consistent with them acknowledging that the deal has been concluded.

Practical implications

This case demonstrates the importance of clear communication when engaging in contract negotiations. To avoid falling foul of this type of situation, we would recommend the following:-

1. Mark all communications with the heading “subject to contract” if you only intend to contract by way of a formal written agreement.

2. Have strict policies in respect of informal communications (i.e. emojis, acronyms) and platforms (i.e. WhatsApp, text) to avoid inadvertent contract formation.

    3. Start negotiating the written contract promptly after the heads of terms are agreed.

    4. Ensuring that only your legal team or senior employees have authority to agree contracts over a specified value.

      Laura Stanley has significant experience in dealing with contractual disputes. If you have any queries or require advice in respect of the contents of this article, please contact us on 0345 450 5558 or enquiries@stephens-scown.co.uk