The case involved a dispute about whether a contract had come into effect to allow the claimant to stream 2025 World Cup matches and shows that contracts can be formed by messages exchanged on WhatsApp.
FIFA licensed the broadcasting rights to last year’s World Cup to a company called DAZN which then sold the rights to broadcasters around the world.
DAZN negotiated the sale of broadcasting rights to a company called Coupang to stream matches in South Korea via its web service.
After the negotiations had been underway for a number of months, DAZN sent an email to Coupang in February 2025 which confirmed that it accepted an offer from Coupang to stream the 2025 World Cup and that a draft written contract would be circulated shortly.
After accepting Coupang’s offer, DAZN received a higher offer for the streaming rights for South Korea from a third party and asserted that there was no binding contract with Coupang so that it could sell the rights to the new bidder.
The case was decided in the High Court in London and the question which the Court first had to decide was whether there was a binding contract between DAZN and Coupang based upon the exchange of emails, telephone conversations and WhatsApp messages between the parties.
DAZN sought to argue that there had been no detailed offer which could form the basis of a contract and that its email in February 2025, which appeared to accept Coupan’s offer, was an attempt to move the negotiations forward by confirming that its lawyers would prepare a draft written contract.
DAZN appealed the decision and the Court of Appeal decided that the High Court was correct when it found that a contract had come into effect. Although a draft agreement had not yet been issued, key terms including pricing had been agreed in WhatsApp exchanges. DAZN’s email in February 2025 was evidence that it had accepted Coupang’s terms and there was evidence that similar contracts had been negotiated by exchange of correspondence before a written contract was issued.
A company or individual negotiating the terms of a contract should be careful to include the words “subject to contract” in the title of any correspondence discussing proposed terms so as to avoid being bound by an agreement before a written contract has been signed. At the start of negotiations, the parties could also make clear when communicating that there will be no binding agreement until a written contract has been signed.
Alexander Haddad works in out Litigation Department and deals with commercial disputes including those about contracts.