DAZN Ltd v Coupang Corp

Factual and Procedural Background

The Fédération Internationale de Football Association Club World Cup 2025 (the 'FIFA Club World Cup') involved 32 top men's football clubs globally and occurred in June and July 2025. FIFA owned the broadcasting rights, which it licensed to the DAZN group, including the Appellant ('DAZN'), which was authorized to sublicense rights in various territories under FIFA's conditions. The Respondent ('Coupang') operates a South Korean e-commerce platform and a streaming service, Coupang WOW, offering video streaming via Coupang Play.

The dispute concerned whether a binding contract was formed between DAZN and Coupang granting Coupang co-exclusive live and video on demand (VOD) broadcasting rights in South Korea for the FIFA Club World Cup. A preliminary trial on this issue was held on 16 May 2025 before Judge Pelling KC in the Commercial Court. The Judge orally delivered a judgment on 19 May 2025, later approved in writing, holding that a contract was concluded via emails on 27 February and 3 March 2025, supported by WhatsApp communications, entitling Coupang to specific performance. An injunction was granted on 20 May 2025 to protect Coupang's broadcasting rights. The appeal was heard on 6 June 2025, with the decision to dismiss the appeal announced at the hearing.

Legal Issues Presented

1. Whether a binding contract was concluded between DAZN and Coupang by the exchange of emails and communications.
2. Whether the 27 February 2025 email constituted a contractual offer capable of acceptance.
3. Whether the 3 March 2025 email was an unqualified acceptance of the offer.
4. Whether there was an intention to create legal relations by the parties through their communications.
5. Whether the injunctive relief granted by the Judge was properly granted and appropriately framed.

Arguments of the Parties

Appellant's Arguments

• The 27 February email did not demonstrate an immediate willingness to be legally bound and thus was not a contractual offer.
• The 3 March email was not an unqualified acceptance but rather indicated that contract drafting was to follow, implying no binding contract yet.
• Any agreement was subject to contract, with an expectation of a formal agreement to be drafted and signed subsequently.
• The injunctive relief was challenged on grounds that it was based on improper reasoning and went beyond enforcing the declared contractual terms.
• The appellant contended sub-paragraph (ii) of the injunction was commercially damaging and went beyond the agreed broadcast rights, improperly restricting DAZN's distribution rights.

Respondent's Arguments

• The parties had reached agreement on all essential terms by the time of the emails, and the communications evidenced an intention to be legally bound immediately.
• The 27 February email was a formalisation of the offer, consistent with industry practice of following informal agreement with a formal email.
• The 3 March email was a formal acceptance, with subsequent communications confirming the parties’ understanding that a binding contract existed.
• The injunction was necessary to prevent DAZN from breaching the co-exclusive broadcasting rights, especially given DAZN’s inferred intentions.
• The co-exclusivity obligation included preventing DAZN from providing the broadcast feed to third parties or platforms other than Coupang or DAZN-owned platforms.

Table of Precedents Cited

Court's Reasoning and Analysis

The court examined the entirety of the parties’ negotiations, including WhatsApp communications, emails, and witness statements. It emphasized that binding contracts can be formed even when some terms remain to be formalized in a subsequent document, provided the parties intend to be bound by the agreed terms.

The court found that by the time of the 27 February email, the parties had agreed all essential terms except for price, which was communicated in a prior voice call and summarized in the email. The email was understood as a formal offer, consistent with industry practice where informal agreements are followed by email confirmation.

The 3 March email was deemed an unequivocal acceptance, formalizing the contract. Subsequent communications showed both parties regarded the agreement as binding and final, with no use of "subject to contract" or similar qualifiers.

The court rejected arguments that the language indicated mere proposals or future intentions, instead interpreting the communications in their commercial context and recognizing the urgency due to the imminent competition.

Regarding the injunction, the court accepted the Judge’s inference that DAZN intended to breach the agreement absent court restraint, justifying immediate injunctive relief to protect Coupang’s co-exclusive rights. The court interpreted the co-exclusivity term to exclude DAZN from sublicensing or providing the broadcast feed to third parties or platforms other than Coupang or DAZN-owned platforms.

The court addressed DAZN’s contention about the injunction’s scope, particularly regarding DAZN’s YouTube channel, finding no evidential basis to support DAZN’s position that such distribution was permitted under the contract. The court also noted the absence of clear definitions distinguishing "broadcast rights" from "distribution rights" in the parties’ arguments.

Holding and Implications

The court DISMISSED the appeal, affirming the existence of a binding contract between DAZN and Coupang for co-exclusive live and VOD broadcasting rights for the FIFA Club World Cup 2025 in South Korea.

The injunction protecting Coupang’s broadcasting rights was upheld, preventing DAZN from sublicensing or providing the broadcast feed to third parties or non-DAZN-owned platforms. The court’s decision enforces the contractual obligations as found by the Judge without setting new precedent beyond confirming established principles of contract formation and injunctive relief in a commercial context.