DAZN v Coupang: a reminder that deals can be done before the contract is signed

The Court of Appeal's decision in DAZN Limited v Coupang Corp [2025] EWCA Civ 1083 is a reminder that legally binding contracts can be formed through informal communications, including emails and WhatsApp messages.

The case arose from negotiations over media rights for the FIFA Club World Cup 2025, and highlights the risks that can arise when commercial discussions move quickly. Even where the parties anticipate a formal contract will follow, the courts may conclude that a binding agreement has already been reached.

Background

On 27 February 2025, Coupang offered US$1.7 million for co-exclusive broadcasting rights in South Korea. On 3 March 2025, DAZN confirmed that it accepted the offer by email and through subsequent WhatsApp messages, indicating that a formal agreement would be prepared. Shortly afterwards, DAZN received a higher competing offer and sought to withdraw from the deal, arguing that no binding contract had yet been formed. Coupang disagreed and commenced proceedings.

Both the High Court and the Court of Appeal concluded that a binding agreement had already been reached.

The decision

The Court of Appeal found that the essential commercial terms had been agreed and that DAZN had unequivocally accepted Coupang's offer.

In determining whether a contract had been formed, the Court considered the parties' dealings as a whole, including emails, WhatsApp messages, voice notes and telephone calls. The Court also recognised that, in the sports broadcasting industry, negotiations are often conducted through informal channels before being documented more formally.

The Court also placed weight on the parties' conduct after the acceptance email. Communications referred to the deal as having been "finalised", congratulatory messages were exchanged, and discussions moved on to marketing and implementation. Taken together, these factors demonstrated an intention to be immediately bound, notwithstanding that a formal agreement had not yet been signed.

Key takeaways

The case demonstrates that, under English law, the absence of a signed contract does not necessarily mean that no contract exists. Where the essential terms have been agreed and the parties objectively demonstrate an intention to proceed, a binding agreement may already have been formed.

Businesses should therefore take care when conducting commercial negotiations through email, messaging platforms and other informal channels. In particular:

• Use clear reservation language: Make it clear where discussions are intended to remain non-binding until formal documents are signed. For example, by using "Subject to Contract" wording in the email header.

• Involve legal teams early: Early legal involvement can help avoid unintended commitments.

• Implement robust approval processes: Ensure employees understand who has authority to bind the business.

• Manage digital communications carefully: Emails, WhatsApp messages, Teams chats and other informal communications may be relied upon as evidence of a contract.

• Maintain adequate records: Key discussions conducted through calls, voice notes or messaging platforms should be documented and retained to provide a clear record of negotiations.

Ultimately, DAZN v Coupang serves as a cautionary tale for businesses operating in fast-moving commercial environments. The convenience of informal communication can accelerate negotiations, but it can also blur the distinction between ongoing discussions and a concluded agreement. In the right circumstances, a binding agreement may be created through informal communications long before the lawyers produce the final paperwork.