Binding Contracts by Mixed Digital Communications: The New Precedent from DAZN Ltd v Coupang Corp [2025] EWCA Civ 1083

1. Introduction

The Court of Appeal’s decision in DAZN Ltd v Coupang Corp sets a modern benchmark for contract formation in the digital age, confirming that a legally binding agreement can arise through a mosaic of emails, WhatsApp texts and even voice calls, notwithstanding anticipation of a later “long-form” contract. The dispute revolved around sublicensing live and Video-on-Demand (“VOD”) broadcast rights to the 2025 FIFA Club World Cup for the South-Korean market.

Parties

• DAZN Ltd (“DAZN”): Master licensee of the global broadcasting rights and high-profile sports-streaming conglomerate.
• Coupang Corp (“Coupang”): South Korea’s leading e-commerce platform, operating the subscription streaming service “Coupang WOW / Coupang Play”.

Key Issue on Appeal

Whether a contract was concluded by the parties’ emails of 27 February and 3 March 2025, when read in the context of prior WhatsApp exchanges and calls. At first instance His Honour Judge Pelling KC held that a binding, co-exclusive licence existed and granted specific performance plus an injunction. DAZN appealed, contending there was no offer, no unequivocal acceptance, and no intention to create legal relations (“ITCLR”) until a formal document was signed.

2. Summary of the Judgment

1. The Court of Appeal dismissed DAZN’s appeal on all primary grounds (1–3), upholding the finding that the 27 February email constituted an offer, the 3 March email an acceptance, and that both parties possessed ITCLR.
2. Popplewell LJ emphasised that courts must scrutinise the whole course of dealing, before and after the alleged agreement, to ascertain contractual intention.
3. Long-form drafting or “subject to contract” language is not a pre-condition to contractual formation unless the parties expressly make it so.
4. Urgency of performance (tournament imminent) and industry practice (informal “heads” then later paperwork) reinforced the inference of immediate contractual intent.
5. The Court also confirmed the breadth of injunctive relief protecting Coupang’s co-exclusive rights — notably restraining DAZN from streaming via its YouTube channel.

3. Analysis

3.1 Precedents Cited and Their Influence

• RTS Flexible Systems Ltd v Müller [2010] UKSC 14
  Reaffirmed that a contract may arise even though the parties contemplate executing a more formal document later.
• Pagnan SpA v Feed Products [1987] 2 Lloyd’s Rep 601
  Coined the phrase “masters of their contractual fate” — parties decide what they regard as essential terms. Popplewell LJ leaned heavily on this autonomy.
• Global Asset Capital v Aabar Block [2017] EWCA Civ 37
  Stressed examining the whole course of negotiations — a principle applied to both prove and disprove formation.
• Smit Salvage BV v Luster Maritime (The Ever Given) [2024] EWCA Civ 260
  Restated burden of proof on the party asserting contract and highlighted recognised “anti-binding” formulae such as “subject to contract”.
• British Steel Corp v Cleveland Bridge [1984] 1 All ER 504 vs Immingham Storage v Clear Plc [2011] EWCA Civ 89
  Contrasted situations where no contract exists (essential liabilities unresolved) with those where all significant terms are settled. Popplewell LJ found the latter scenario here.

3.2 Court’s Legal Reasoning

The reasoning unfolded in three inter-locking inquiries:

1. Was there an Offer?
   The 27 February email, despite “language imperfections”, set out price, territory, rights scope and duration — objective hallmarks of an offer. The Court rejected DAZN’s contention that wording about “our intention” rendered it merely provisional.
2. Was there an Acceptance?
   On 3 March DAZN emailed “we will accept Coupang Play’s offer… we will start contract drafting”. The pre-email WhatsApp messages (“deal is confirmed”, “secured with Coupang”) corroborated an unqualified acceptance.
3. Did the Parties Intend Immediate Legal Relations?
   Seven key indicators persuaded the Court:
   • No “subject to contract” or cognate phrase used.
   • All essential terms (price, rights, exclusivity, territory, duration) were resolved.
   • Post-acceptance behaviour: mutual congratulations; preparation for marketing; DAZN’s own references to a “closed case”.
   • Industry custom tolerates implementation prior to long-form contracts, especially close to event kick-off.
   • Urgency — the tournament started in weeks; practical need to commence promotion.
   • DAZN’s internal communications acknowledged commitment (“stay committed in what agreed”).
   • DAZN directors acknowledged possible exposure to legal action, tacitly accepting enforceability.

3.3 Impact of the Decision

a) Sports & Media Rights Market
The ruling underscores that rights-holders and platforms cannot rely on informal “drafting to follow” expectations to escape deals struck by immediate digital communications. Time-sensitive sports properties often trade in dynamic messaging environments; this case converts industry practice into binding jurisprudence.

b) Digital Commerce and Messaging Culture
Businesses negotiating via WhatsApp, Slack, Teams and email must assume those records can constitute and evidence contracts. The “mosaic” approach rewards clarity: if negotiations should remain non-binding, explicit caveats are essential.

c) Injunctive Relief Scope
The Court’s willingness to restrain DAZN from free global platforms (YouTube) indicates that “co-exclusive” can bite on both owned and third-party distribution where it would commercially erode the counter-licensee’s value.

d) Evidence & Procedure
The judgment illustrates courts’ readiness to decide contractual formation on documents alone, without cross-examination, where contemporaneous digital records exist.

4. Complex Concepts Simplified

• Subject to Contract: A phrase that signals negotiations are not legally binding until a formal agreement is executed.
• Co-Exclusive Rights: Two named parties share exclusivity against all other third parties; each must nevertheless respect the other’s entitlement.
• Specific Performance: A court order compelling a party to perform its contractual obligation (here, to grant the broadcast licence).
• Injunction (Prohibitory): A court order restraining a party from specific conduct (e.g., sublicensing or streaming on YouTube).
• VOD (Video on Demand): Content delivery that allows users to select and watch video when they choose rather than at a scheduled broadcast time.
• Intention to Create Legal Relations (ITCLR): The objective requirement that parties intend their agreement to have legal consequences.

5. Conclusion

DAZN v Coupang propels English contract law firmly into the era of multi-platform communications. The Court restated that an enforceable contract can spring from the intertwined tapestry of messages, calls and emails, provided the parties (1) settle essential terms and (2) objectively manifest an intent to be bound. Absent explicit “subject to contract” safeguards, sophisticated commercial actors will be held to their digital words. The judgment also clarifies that co-exclusivity in media rights extends beyond technical “broadcast” to any distribution method that would materially undercut the partner’s commercial position. Going forward, negotiators must draft or caveat with precision, lest their WhatsApp thumbs commit them more quickly — and more irrevocably — than anticipated.