Contract formation via digital messaging apps (an update)

A reminder of the legal principles

The basic principles of contract formation remain the same. For a binding contract to exist, the courts look for an offer, acceptance, consideration, and an intention to create legal relations.

In some sectors, negotiating frequently takes place via messaging platforms (such as WhatsApp). Negotiations at speed through email and messaging platforms make it easier for parties to cross the line into contractual commitment without realising it.

DAZN v Coupang: what happened?

FIFA owned the global broadcasting rights to the FIFA Club World Cup 2025 and licensed them to the DAZN group, which was authorised (subject to FIFA’s conditions) to sublicense those rights by territory.

Coupang, a major South Korean e‑commerce business, operates a subscription streaming service, Coupang WOW. Subscribers access its video‑on‑demand platform through Coupang Play.

Coupang made an offer by email to pay USD 1.7 million. DAZN replied that it was “pleased to accept” and indicated that formal documentation would follow. After that exchange, the parties congratulated one another and began discussing operational matters such as production and marketing.

When DAZN later attempted to withdraw (having received a higher competing offer), it argued that no binding contract existed because no formal agreement had been signed.

The Court’s decision

During a ‘preliminary’ trial at the Commercial Court in May 2025, it was held that a contract had been concluded through email when read in the context of wider communications and granted specific performance with protective relief.

An appeal was later heard and dismissed shortly before the tournament began.

Both the Commercial Court and the Court of Appeal rejected DAZN’s argument. The Court of Appeal held that a binding contract had already been formed, despite the absence of a signed document.

Three points were key:

1. Coupang’s email constituted a clear and sufficiently certain offer, setting out the essential commercial terms, including price and scope of the broadcasting rights.
2. DAZN’s subsequent email amounted to an unequivocal acceptance of that offer. The Court of Appeal emphasised that acceptance does not need to follow any particular form, and that DAZN’s language, read objectively, communicated agreement rather than continuing negotiation.
3. Importantly, the parties’ words and conduct demonstrated an objective intention to create legal relations. There was no express or implied “subject to contract” qualification, which would have indicated an intention not to be bound until formal documents were executed. Instead, the surrounding context pointed the other way. The parties congratulated one another on concluding the deal, referred to it as agreed or finalised, and began taking steps consistent with performance, including preparations for marketing and broadcast delivery.

Taken together, these factors led the Court of Appeal to conclude that the agreement had crossed the line from negotiation into contract. The absence of a signed document and the expectation that a formal contract would follow did not prevent legal relations from arising. The deal had already been done.

What does this add to our earlier guidance?

The DAZN decision does not introduce new legal principles. Instead, it reinforces that informal communications can have serious legal consequences; a signed document is not required for a contract to exist; and conduct following an apparent agreement can be decisive.

Key takeaways for businesses

The decision underlines the risks of informal contracting in fast‑moving commercial negotiations, particularly in sectors such as sports and media rights where timing is critical. Key takeaways include:

• Informal communications can create binding obligations: Emails, WhatsApp messages, and other messaging platforms can give rise to enforceable contracts if they evidence offer, acceptance, and an intention to create legal relations.
• Expecting a formal contract is not enough: References to later contract drafting will not prevent a binding agreement from arising unless it is made clear that the deal is subject to contract. Use ‘subject to contract’ wording consistently if you do not intend to be legally bound.
• Early legal involvement adds value: Involving legal advisers at an early stage can help manage risk and ensure that commercial discussions do not unintentionally cross the line into enforceable agreements.
• Clear use of “subject to contract”: Where parties do not intend to be bound until formal documents are signed, that intention should be stated clearly and consistently throughout negotiations.
• Be mindful of conduct as well as language. Congratulatory messages or steps towards performance may signal a concluded deal, even without a signed contract.

Conclusion

DAZN is a clear reminder that, in the digital age, informality does not mean reduced legal risk. Contracts can be formed long before a formal agreement is signed.

Moreover, this risk is not limited to small or unsophisticated deals. Even in complex, high‑value transactions between experienced commercial parties, English law can recognise a binding contract formed quickly and informally.

Managing negotiations carefully, and being clear about when you do (and do not) intend to be legally bound, can make all the difference in avoiding expensive surprises later on.

If you or your business would like advice on negotiating through informal digital channels, or on whether an agreement has already been formed, contact our Corporate & Commercial and Disputes teams for help with practical guidance and risk‑management strategies.