It is easy to assume that a contract only comes into existence once it has been formally signed. A recent Court of Appeal decision in DAZN Limited v Coupang Corp [2025] EWCA Civ 1083 shows that this is not always the case. The court found that a legally binding agreement had been formed through a series of WhatsApp messages and emails, even though no formal written contract was ever signed.
The case concerned a deal for sports broadcasting rights and turned on whether the parties had agreed the essential terms and intended to be legally bound. The court concluded that they had. The decision is a timely reminder that informal communications, including messages sent during day-to-day negotiations, can carry legal weight. What may feel like a commercial discussion or an agreement that the parties think is only provisional ‘subject to sorting out the details later’, can in law amount to a binding contract.
In this blog, we look at the background to the DAZN v Coupang case, the legal principles the court applied, why the court reached its decision and what this means for businesses in practice.
Background of the case
DAZN is a digital sports broadcaster that had obtained rights from FIFA to show the 2025 FIFA Club World Cup, with permission to sub-license those rights in various countries. Coupang is a major e-commerce company that also operates a streaming service and was interested in broadcasting the tournament in South Korea.
In early 2025, DAZN and Coupang entered into discussions about the South Korean broadcast rights. Most of the negotiations took place through WhatsApp messages and emails, with some calls. By late February 2025, those discussions had moved beyond general talks and onto specific commercial terms.
On 27 February 2025, Coupang emailed DAZN offering USD $1.7 million for co-exclusive rights to stream the Club World Cup in South Korea (the February Email). On 3 March 2025, DAZN replied by email, expressly accepting Coupang’s offer and stating that a formal contract would be drafted shortly (the March Email). The parties then exchanged congratulatory messages via WhatsApp, suggesting both sides believed a deal had been done. Importantly, there was no wording such as ‘subject to contract’ or any indication that the agreement was dependent on signing a later document.
Later in March, DAZN received a significantly higher offer (reportedly USD $3.5 million) from another potential broadcaster for the same rights. DAZN attempted to back out of the arrangement with Coupang, arguing that no binding contract existed because no formal agreement had been signed. Coupang disagreed, saying that the essential terms had already been already agreed in the February and March Emails).
Coupang issued legal proceedings in the High Court. Given the approaching start of the tournament, the case was fast-tracked and heard in mid-May 2025. The High Court found in Coupang’s favour, finding that a binding contract had been formed through the email exchange. DAZN was ordered to honour the agreement and prevented from licensing the rights to anyone else.
Unhappy with that outcome, DAZN appealed to the Court of Appeal, arguing that no contract had been formed and that the High Court was wrong to enforce one. The Court of Appeal was therefore asked to decide whether the email and WhatsApp exchanges amounted to a legally binding contract under English law.
Legal background: When is a contract formed?
Under English contract law, a contract can be formed as soon as the parties agree on the essential terms (such as the goods or services and the price), have the capacity to contract and show an intention to create legal relations, even if they expect to sign a more detailed agreement later.
The key elements for a binding contract are well established. There must be:
- a clear offer;
- acceptance of that offer;
- consideration (something of value being exchanged, unless the contract is made by deed);
- an intention by both parties to enter into a legal relationship; and
- parties who have the legal capacity to do so.
These elements can be established through emails, messages or other informal communications just as easily as through a formally signed document. A signature is not essential if the parties’ words and conduct show agreement on the key terms.
Whether the parties intended to be bound is assessed objectively. The question is not what one party says they intended, but what a reasonable observer would understand from the communications and conduct at the time. If the evidence shows that the parties agreed the main points and acted as though a deal had been done, a court may find that a contract exists even if one party later has second thoughts.
Parties who wish to avoid being bound too early need to make that clear. Common wording such as ‘subject to contract’or statements that any agreement is conditional on a formal contract being signed can help. Without that kind of disclaimer, agreement on the essentials may be enough to create a binding contract.
Context also matters. Where negotiations take place under time pressure or urgent circumstances, a court is more likely to conclude that the parties intended to be bound immediately, rather than wait for formal paperwork.
High Court decision
The High Court judge concluded that DAZN and Coupang had formed a legally binding contract through the February and March Emails. Although the parties expected a more detailed agreement to follow, the essential terms were already agreed: the rights being granted, the territory, the price and the parties involved.
The WhatsApp messages and calls were treated as background evidence, reinforcing the conclusion that both sides believed a deal had been struck. In particular, the court found that Coupang’s February Email was a firm offer and DAZN’s March Email was a clear acceptance of it.
Because a contract existed, the court enforced it. DAZN was required to carry out the agreement and was prevented from selling the rights to another third party.
This decision underlined a straightforward point: where the legal elements of a contract are present, an agreement reached through informal correspondence can be just as binding as one set out in a signed document.
Court of Appeal decision
DAZN appealed the High Court’s decision. In the appeal, DAZN raised several arguments to try to overturn the decision on contract formation. The Court of Appeal examined each and found none had merit:
1. Was the February Email too vague to be an offer?
DAZN argued that Coupang’s email was not an offer, because it “does not objectively demonstrate an immediate willingness to be legally bound upon acceptance”. The court rejected this, finding the email was clearly a contractual offer. The wording might not have been perfect (English was not the sender’s first language), but it conveyed a firm offer in substance. In fact, DAZN’s own response called it an ‘offer’ and proceeded to accept it, which strongly indicated both sides treated it as such.
2. Was DAZN’s acceptance qualified or conditional?
Another argument was that the March Email was not a pure acceptance but introduced uncertainty by saying they would start contract drafting. The Court of Appeal disagreed: DAZN’s email was an unequivocal acceptance of Coupang’s offer (“..we will accept Coupang Play’s offer..”). The reference to preparing a formal contract was seen as a next step for implementation, not a condition to postpone legal effect.
3. Was there an intention to create legal relations?
DAZN argued that both parties could not have intended to be legally bound because they expected a formal contract to be drafted and signed later. The Court of Appeal rejected that argument and found there was nothing to suggest that formal documentation was a necessary precondition to a binding agreement.
A key starting point for the court was that, by the time of the email exchange in late February and early March, the parties had agreed all the terms they themselves regarded as essential. As the court noted, it is for the parties, not the court, to decide which terms matter for their agreement. On the evidence, those core commercial points had been settled.
The language used in the correspondence also mattered. Coupang’s offer referred to the start of a ‘contractual phase’, which the court considered indicative of an expectation that acceptance would give rise to a legally binding agreement, rather than something informal or non-binding that would only become effective later. This was reinforced by how the parties behaved after the offer was accepted, with multiple indications that the deal was treated as finalised.
The court also attached weight to the parties’ communications once DAZN received a higher competing bid. When Coupang indicated that it would have to take legal action if DAZN did not honour the deal, DAZN did not respond by saying there was no contract. Instead, the response acknowledged the position. The court viewed this as strong evidence that DAZN itself understood that a binding agreement existed which Coupang could seek to enforce.
Further support came from DAZN encouraging Coupang to begin marketing the tournament in South Korea without waiting for the long-form contract to be finalised. That instruction was difficult to reconcile with the suggestion that no contract had yet been formed. The court also noted that, despite the tight timetable before the competition started, there was no urgency around negotiating the detailed contract terms, which was consistent with the parties believing they were already bound.
Crucially, the parties never used ‘subject to contract’ wording or anything similar, even though DAZN was familiar with that language and used it in other transactions. The absence of any express reservation against being legally bound was an important factor.
Finally, the Court of Appeal considered evidence about industry practice. While there was some disagreement between witnesses, it was clear that in the media and sports rights sector it is common for parties to agree key terms informally and treat them as binding, with a more detailed contract to follow later. There was no industry presumption that agreements reached before that stage were automatically non-binding.
Taking all this together, the Court of Appeal agreed with the High Court that the parties intended to be legally bound. The appeal was dismissed and the informal agreement upheld.
Conclusion and outcome
The decision in DAZN v Coupang is a clear reminder that contracts do not always require formal signatures to be legally binding. In this case, an agreement reached through emails and WhatsApp messages was sufficient to create enforceable obligations, requiring DAZN to honour the USD $1.7 million broadcasting deal despite the absence of a signed contract. The Court of Appeal confirmed that where the essential elements of a contract are present, informal communications can be enough to bind the parties.
For DAZN, the outcome turned largely on what was not said. There was no wording to suggest that the agreement was ‘subject to contract’ or conditional on a later document being signed and the parties’ conduct showed that they treated the deal as final.
For businesses, particularly SMEs, the lesson is to be deliberate and precise in commercial communications. If negotiations are intended to be provisional only (for example, where the parties do not want to be legally bound until a formal contract is signed), that needs to be stated clearly and consistently in writing. It is not safe to assume that a deal is non-binding simply because a formal contract is expected to follow or because discussions take place over informal channels.
Equally, this case highlights how careful drafting and internal coordination can prevent disputes. Involving lawyers early, using clear language and ensuring teams do not act in ways that suggest a deal is already done can significantly reduce risk.
Ultimately, English law generally does not require contracts to be in writing or in any particular form, so it is up to the parties to manage their own risk. Informal agreements can carry serious legal consequences, so clarity at the negotiation stage is essential.
How EM Law Can Help
Contract formation and negotiation can be tricky, particularly for SMEs without in-house legal support. At EM Law, we help businesses understand their contractual rights and avoid pitfalls like unintentionally binding agreements. Whether you are negotiating a key deal over email, drafting heads of terms or worried about what communications might amount to a contract, our team can provide practical legal advice to protect your interests. We regularly assist clients in reviewing and preparing contracts (and pre-contract correspondence) to ensure that they only become bound when they intend to.
If you have questions about contract law or need support with an agreement, contact us or contact our Neil Williamson or Colin Lambertus directly to find out how we can help. We’re experienced commercial lawyers for SMEs and are here to guide you through the complexities of contract negotiations and enforcement.
