“We look forward to working on the project together”: Court of Appeal confirms email and WhatsApp exchange created binding sports deal

The case concerned the sub-licensing of South Korea’s broadcasting rights for the FIFA Club World Cup (‘Club World Cup’). DAZN secured exclusive broadcasting rights for the Club World Cup and was authorised to sublicense those rights to various broadcasters across different territories.

Coupang Play (‘Coupang’) then commenced negotiations with DAZN, through WhatsApp messages and emails, to secure rights to broadcast the Club World Cup matches in South Korea. Coupang made a formal offer of co-exclusive rights in February 2025 via email (‘Coupang Email’) which DAZN accepted by email a few days later stating “we will accept Coupang Play’s offer” (‘DAZN Email’). The offer was for USD 1.7 million.

DAZN later received a higher competing offer and therefore looked to withdraw from the agreement. DAZN argued that the exchanges with Coupang did not amount to a legally binding contract (one of the four essential pillars of a legally binding contract). Coupang then commenced legal proceedings and the Commercial Court held that a binding contract had been formed through the two emails mentioned above. The court noted that Coupang Email summarised the key terms and noted a move to the “contractual phase” was treated by DAZN as an offer. The DAZN Email contained the words “we will accept [the] offer” and confirmed the deal and stated that they would instruct their legal team. The court also granted injunctive relief, prohibiting DAZN from sublicensing the tournament via other third-party platforms.

DAZN appealed the judgment stating that the contract was missing the three key contractual pillars:

1. offer – the Coupang Email did not amount to an offer
2. acceptance – the DAZN Email did not constitute clear acceptance
3. intention to create legal relations – DAZN argued that they were instructing their legal team before parties intended to be bound

The Court of Appeal heard just before the start of the Club World Cup, and upheld the first instance decision. The Court of Appeal noted it was common for negotiations to take place through informal channels such as the exchange of WhatsApp messages or calls, and for the key terms to be confirmed via email with a contract to follow at a later date. 

The Coupang Email set out the key commercial terms of the broadcasting arrangement, and it was found that the DAZN Email constituted clear acceptance of.

The Court of Appeal also referred to some other key points:

1. there was no mention of the phrase ‘subject to contract’ reserving their legal position
2. subsequent communications between the parties, included messages such as “confirmed” and “finalised” as well as saying that they were looking forward to working on the project together, pointed towards a concluded agreement 
3. where negotiations are immediately before the start of a tournament with a hard deadline, it is more likely that the parties intended to be bound immediately where key terms have been agreed (with a formal document to follow)

Overall, the decision reinforces the well-established principle under English law that binding contracts can arise from informal exchanges where the essential terms have been agreed and the parties’ conduct demonstrates an intention to be bound. In commercial environments, with tight deadlines, businesses should take care to manage correspondence carefully and to use appropriate contractual protections where negotiations are ongoing.

Sunil Landa is an associate in the corporate and commercial team.