In August 2025, the Court of Appeal handed down a decision in DAZN v Coupang that should make every business owner sit up and pay attention. At its heart was a simple question: can a few WhatsApp messages and emails really amount to a binding multi-million-dollar contract?
The answer from the courts – yes.
The background
FIFA owns the broadcasting rights for the Club World Cup 2025. DAZN, a global sports streaming service, acquired the rights and was authorised to sublicense them in different territories.
Coupang, the South Korean e-commerce giant (think of it as Korea’s Amazon), wanted the rights for its subscription streaming platform, Coupang WOW/Coupang Play.
Negotiations took place at speed – the tournament was only months away. Most of the discussions were informal: WhatsApp messages, phone calls, and a handful of emails. On 27 February 2025, Coupang emailed DAZN, setting out its “proposal” – offering USD $1.7 million for co-exclusive live and on-demand rights in South Korea. On 3 March, DAZN responded by email, confirming:
Dear John and Danny, I am pleased to inform you that we will accept Coupang Play’s offer for the FIFA Club World Cup 2025 we will start contract drafting and hope to share the draft for your agreement soon.
No contract was signed at that stage. A long-form document was being drafted, but never finalised. Importantly, the words “subject to contract” were not used.
DAZN then received a higher rival offer – reportedly $3.5m and even $4.5m – and tried to back out. Coupang went to court, arguing there was already a binding deal.
The High Court decision
The Commercial Court agreed with Coupang. The judge found that a binding contract had been made by the 27 February offer and the 3 March acceptance. It didn’t matter that the parties had expected to put things into a formal written contract later. What mattered was that they had already agreed all the key terms – rights, territory, exclusivity, and price – and they acted as if the deal was done.
The court went further, granting Coupang an injunction to stop DAZN from undermining the agreement, including from streaming the matches free on platforms like YouTube.
The Court of Appeal
DAZN appealed. They argued:
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The 27 February email was not a proper “offer”
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The 3 March email was not a clear “acceptance”
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Everyone knew the deal was “subject to contract” until the formal agreement was signed
The Court of Appeal rejected all of this. The judges held that:
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The emails and messages, when read in context, showed the parties intended to be legally bound.
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The absence of “subject to contract” wording was key – especially as DAZN used that wording in other deals.
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Both sides acted afterwards as if the deal was concluded – congratulating each other, starting marketing discussions, and acknowledging that legal action was possible if DAZN walked away.
The appeal was dismissed. Coupang’s contract stood.
Lessons for businesses
This case is not just about sports broadcasting rights. It highlights important points for any business negotiating a deal:
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A contract can be formed before anything is signed.
If the key terms are agreed – what, who, how much – then a binding contract may already exist, even if you intend to draw up a longer agreement later.
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Context matters.
Courts look at the whole picture: messages, emails, calls, and how the parties behaved. If you act like you have a deal, you may well be treated as having one.
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“Subject to contract” is powerful.
If you don’t want to be bound until a formal document is signed, say so clearly. Without that safeguard, informal communications can tie you in.
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Urgency can push a deal over the line.
Where timing is critical – like before a major sporting event – courts are more likely to find that parties intended to be bound quickly, without waiting for paperwork.
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Injunctions are real risks.
If you try to back out, courts can move fast to stop you, including preventing you from dealing with other customers or using your own platforms.
Final thought
The DAZN v Coupang case is a stark reminder that in business, deals are not only made in boardrooms. A $1.7m contract was sealed by WhatsApp and email, and the courts had no hesitation in enforcing it.
So next time you’re negotiating over messages or email, pause before you hit send. That “informal” note might just create a binding contract.
It’s also a good idea to have a contract ready to go to truly sign on the dotted line ASAP.
