A recent decision of the Court of Appeal of England and Wales has reaffirmed that binding contracts can be created by brief emails despite a clear expectation that formal documentation was to follow. In DAZN Limited v Coupang Corp [2025] EWCA Civ 1083, the Court found a binding contract for streaming rights to the FIFA Club World Cup 2025 had been formed following the exchange of a series of communications over WhatsApp and email, despite agreement that a formal written contract was to be prepared. 

Negotiations for FIFA streaming rights

DAZN Limited won global streaming rights for the FIFA Club World Cup 2025. Coupang Corp began negotiations with DAZN in December 2024 seeking to sublicense regional streaming rights for South Korea.

Negotiations first took place between senior executives of DAZN and Coupang on WhatsApp, then moved to email. On 27 February 2025, Coupang emailed DAZN with a brief proposal:

On 3 March 2025, DAZN responded: “I am pleased to inform you that we will accept Coupang Play’s offer for the FIFA Club World Cup 2025 we will start contract drafting and hope to share the draft for your agreement soon.” 

Days later, DAZN attempted to pursue a rival bid worth more than twice as much. Coupang took steps to enforce the agreement and sought relief in the High Court of England and Wales as a matter of urgency, given the imminent kick-off of the competition and the need to begin marketing and other preparatory work. On 20 May 2025, Coupang successfully obtained an injunction to prevent DAZN from sublicensing the rights to any other platform. An appeal was heard and dismissed shortly after on 6 June 2025, just eight days before the tournament was due to commence. The Court of Appeal’s judgment was issued subsequently in August. 

Five bullet points covered essential terms for a binding contract

The High Court and Court of Appeal were both satisfied that there was a clear offer and acceptance, an intention to create legal relations, and that the agreement was not “subject to contract” (meaning not binding until a formal contract was signed). In particular:

• Coupang’s email on 27 February 2025 was a clear offer setting out all essential terms, including the price and nature of the rights. The Court did not accept that Coupang’s reference to entering a “contractual phase” suggested some additional stage to complete before the agreement was binding. Instead, the “contractual phase” would commence once the offer was accepted.

• DAZN’s reply on 3 March 2025 was an unqualified acceptance of Coupang’s offer, showing a clear intention to be bound. DAZN’s reference to commencing “contractual drafting” was not enough to suggest the contract was not yet binding, because it was preceded by an unequivocal acceptance of the offer.

• The fact that the parties planned to formalise the remaining terms in a written, signed document later did not mean the earlier agreement was not binding – this simply reflected typical commercial practice. There was also no explicit wording or conduct to suggest the parties intended to wait for a long form agreement to be drafted and signed before performing the contract. 

• It was also relevant that the competition was only a few months away, and postponing the agreement of non-essential terms was a pragmatic strategy to get the deal done quickly. This did not suggest that the terms agreed at that point were not intended to be binding on the parties, but quite the opposite – these were the key terms that needed to be agreed upfront for preparations to begin.

In reaching the conclusions above, the Court placed particular weight on the wider context of the parties’ negotiations, including prior and subsequent conduct. Notably:

• The parties intended to formalise their negotiations by moving from WhatsApp to email, and therefore it was appropriate that an email would record the final, formal proposal.

• Upon acceptance, both parties shared congratulations and celebrated the deal as “finalised”. 

• One of DAZN’s employees expressed his view to Coupang that it should begin marketing for the competition without waiting for a long form agreement, given the urgency.

• When presented with the rival bid, some of DAZN’s employees were apologetic to Coupang and continued corresponding with them on the understanding that the agreement with Coupang was legally binding and enforceable, noting “the deal was done and confirmed last week” and was a “closed case”. When threatened with legal action to enforce the agreement, one DAZN employee responded: “I understand”. 

• DAZN was familiar with agreements that were “subject to contract”, and yet did not qualify their acceptance with any such term.

Takeaways

This decision provides important reminders when negotiating new agreements, particularly under urgency:

• Even short or informal communications can give rise to a binding contract if they include all essential terms, constitute a clear offer and acceptance and show a clear intention to be bound.

• If further terms are still to be agreed, offers should only be accepted on the basis that they are “subject to contract” or similar, no matter how apparently informal the offer may seem. This is especially so in time-sensitive transactions, where it might otherwise be assumed that a contract has been agreed such that both parties can begin performing it.

• The Court will cast its net wide when examining the background to a contract, including examining text messages, emails, letters and other documents, some of which are internal only and not shared with the counterparty. Parties should remember to act consistently in how they negotiate, agree and treat the contract once agreed, to avoid their intentions being misinterpreted.

Where appropriate, courts may be prepared to take a pragmatic approach to the formation of contracts in commercial negotiations depending on the whole course of dealings between the parties. If parties do not wish to be bound, best practice is to expressly record that intention.  

This article was co-authored by Jonathan de Jongh (Solicitor) from our Litigation team.