Key takeaways
A contract doesn’t always need a signature
If both sides clearly agree, it may be legally binding.
Courts review all communications
Every message, call and email may influence the outcome.
Use clear language to avoid misunderstanding
Phrases “subject to contract” signal ongoing talks.
DAZN Limited -v- Coupang Corp. [2025] EWCA Civ 1083
The Court of Appeal has reaffirmed the principles governing the formation of a binding contract through instant messages and emails. The decision is an important reminder that seemingly informal negotiations can give rise to legally binding contracts.
The background facts
DAZN Limited (DAZN) was the sole licensee of the broadcasting rights to the FIFA Club World Cup held in summer 2025. Coupang Corp (Coupang) is an e-commerce company based in the Republic of Korea (RoK) and operating a media streaming service. The main issue in the appeal was whether a binding contract had been reached between the parties under which Coupang would be granted co-exclusive broadcasting rights with DAZN to broadcast the competition in the RoK.
At first instance, the Commercial Court held that a contract had been concluded by emails sent on 27 February and 3 March 2025, set in the context of WhatsApp messages and telephone calls and, therefore, Coupang was entitled to specific performance – an order giving it the right to broadcast the competition in the RoK. The Commercial Court also granted declarations and injunctive relief to protect Coupang’s broadcasting rights. DAZN appealed that decision to the Court of Appeal.
Legal background
The Court of Appeal relied on the decision in Smit Salvage BV -v- Luster Maritime SA (Ever Given) [2024] EWCA Civ 260 (Court of Appeal agrees that no binding salvage contract concluded | Hill Dickinson), regarding when communications between the parties can be taken into account when deciding whether a binding contract has been concluded.
As set out in paragraph 19 of that decision:
"It is well established that the whole course of the parties’ negotiations must be considered; that it is possible for parties to conclude a binding contract even though it is understood or agreed that a formal document will follow which may include terms which have not yet been agreed; that whether this is what the parties intend to do must be determined by an objective appraisal of their words and conduct; and that the burden lies on the party asserting that such a contract has been concluded to establish that it has.”
In short, the whole of the parties’ negotiations must be taken into account, and the parties can conclude a binding contract even if it is to be subject to a longer form agreement later.
The parties’ communications
The parties had exchanged various communications about the opportunity for Coupang to broadcast the Club World Cup. Then, on 27 February 2025, a representative from Coupang sent an offer by email to DAZN which set out (i) the subject of the deal (i.e. the broadcast of the competition), (ii) the exclusivity conditions, and (iii) the price Coupang was willing to pay.
On 3 March 2025, DAZN replied: “…good afternoon…deal is confirmed…I will follow up… to coordinate the draft agreement.”
Later that day, DAZN wrote to Coupang to confirm it was accepting Coupang’s “offer” and would start drafting the longer form agreement before sharing it with Coupang soon.
The following day, DAZN wrote to Coupang stating that it had received a higher offer but that it would be “working internally to stay committed in what we agreed.” The parties then discussed promoting the broadcasts rights and Coupang chased for the draft long form contract.
On 12 March 2025, DAZN’s representative wrote to Coupang to say that the other offer had increased but that he “thought the deal was done and confirmed last week.” DAZN then stated it was accepting the other offer. Coupang responded with a threat of legal action, to which DAZN’s representative replied, “I understand.”
The Court of Appeal decision
The Court of Appeal dismissed DAZN’s appeal.
It held that the email of 27 February 2025 contained all the significant terms of the proposed contract and constituted a formal offer. DAZN had accepted that offer on 3 March 2025 by confirming that the deal had been agreed. The Court also took into account the subsequent messages including that in which DAZN had said it was looking to remain committed to what had been agreed, and the fact that DAZN did not disagree when Coupang stated that the deal had already been finalised. The post-contractual communications showed that the parties considered a binding contract to have been concluded on 3 March 2025.
Further, by responding “I understand” to Coupang’s threat of legal action, DAZN’s representative showed an understanding that a binding legal agreement existed which could be enforced by legal action.
DAZN sought to argue that the parties had not concluded a binding contract because the longer form contract had yet to be agreed. However, the Court dismissed that argument on the basis that there was nothing to suggest that the parties intended the formal drafting of a long form contract to be a pre-requisite to a legally binding contract.
Comment
In times where instant messages are very common in commercial settings, this decision is a salutary reminder that parties can become bound by an agreement based on informal communications - even if a long form agreement has not been finalised despite having been mentioned in the exchanges. The court will take account of post-contractual communications to assess the parties’ subjective understanding as to whether an agreement has been concluded.
The essential ingredients for a contract under English law are offer, acceptance and intention to be legally bound. The Court of Appeal found that all those elements were present in the communications between the parties in this case so that a legally binding contract had been formed.
It is vital to understand when a contract might become binding under English law. Those who do not intend to be bound until a long form contract is in place should make that position clear in their exchanges, by using terms such as “subject to contract” or otherwise stating that they do not intend to be bound. While this decision reiterates that the absence of such wording alone is not decisive, including it will make the position clear.