The Court of Appeal has delivered an important decision on modern contract formation in DAZN Limited v Coupang Corp [2025] EWCA Civ 1083. The court upheld the Commercial Court’s ruling that a binding contract had been concluded by email between DAZN and Coupang for the sublicensing of broadcast rights to the FIFA Club World Cup 2025. The case illustrates how, in the absence of clear “subject to contract” wording, even informal exchanges of emails may create legally enforceable obligations.
Background
FIFA held the global broadcasting rights to the FIFA World Cup, which it licensed to DAZN. DAZN was authorised to sublicense in individual territories and entered into negotiations with Coupang, a major South Korean e-commerce and streaming platform, to grant co-exclusive rights in South Korea.
Negotiations took place over WhatsApp, telephone calls, and eventually email. On 27 February 2025, Coupang emailed DAZN confirming its offer: USD 1.7 million for co-exclusive live and video-on-demand rights in South Korea. On 3 March 2025, DAZN responded by email, expressly stating that it accepted Coupang’s offer and indicating that a draft contract would follow. Over the next few days, the parties exchanged congratulatory messages and began discussing practicalities such as marketing and content production.
DAZN later attempted to withdraw from the deal after receiving a higher offer from a third party, arguing that no binding contract had been concluded. Coupang sought specific performance, and the Commercial Court found in its favour, granting declarations and injunctive relief in order to protect Coupang’s broadcasting rights. DAZN appealed.
The Court of Appeal’s Analysis
The central question was whether the parties’ exchange of emails created a binding agreement. DAZN’s grounds of appeal were that: (a) the 27 February email was merely an expression of intent by Coupang and not a contractual offer; (b) DAZN’s 3 March response was not an unequivocal acceptance; and (c) there was no intention to create legal relations until a long-form contract was formally signed. DAZN also brought two alternative grounds of appeal seeking to challenge the terms of the injunctive relief granted by the Commercial Court.
The Court of Appeal rejected DAZN’s arguments. The first ground turned on the interpretation of the 27 February email. DAZN did not submit that this email lacked essential terms (i.e. rights, territory, exclusivity, price) such that any concluded agreement would have failed for uncertainty. Rather, DAZN’s position focused on the wording of the 27 February email and an argument that the words in that email spoke only of a future “intention” to move forward into the “contractual phase”, thereby indicating that the email was merely a proposal, after which the parties would move on into deciding whether they would then contract. The Court of Appeal rejected this, stressing that English was not the first language of the communicators and that businesspeople often use less precise language, and what mattered was the objective substance of the communication.
The Court of Appeal also found that the 3 March email was a clear acceptance of the offer made in Coupang’s 27 February email. Although it mentioned that contract drafting would follow, this did not undermine its status as an unequivocal acceptance or suggest the acceptance was subject to contract. The court characterised the reference to drafting as a step to formalise the arrangement, not a precondition to legal effect.
On DAZN’s third ground based on a lack of intention to create legal relations, the Court considered the entire course of the parties’ dealings. Both parties had repeatedly referred to the deal as “finalised” and “confirmed.” DAZN’s executives encouraged Coupang to commence marketing before any contract was signed, conduct wholly inconsistent with the suggestion that negotiations were still “subject to contract.” The urgency of the tournament also made it commercially unrealistic to assume the parties did not intend to be bound until a long-form contract was signed.
The Court of Appeal also upheld the injunction granted by the Commercial Court which prohibited DAZN from sublicensing or distributing the South Korea feed outside Coupang and DAZN’s own platforms, finding that the injunctive relief was not based on improper reasons. A key issue was whether DAZN could distribute the feed through its YouTube channel. The Court of Appeal found that this depended on what the parties had meant by “co-exclusivity” which was for the Commercial Court to decide based on the facts and evidence before it. As such, DAZN had failed to establish that the Commercial Court’s interpretation of “co-exclusivity” was “wrong”.
Conclusion
The decision reinforces long-standing principles of contract law while applying them to the realities of digital-age negotiations. It confirms that an exchange of emails can create a binding contract where the essential terms are agreed, even if both parties anticipate a longer, more formal contract will follow. The absence of “subject to contract” wording was decisive: had DAZN used such language, the outcome might have been different.
The case also highlights the risks of continuing negotiations alongside rival bidders once essential terms have been settled with one party. Businesses that do not wish to be bound must take care to make this explicit in their communications. For rights holders, licensees, and others in fast-moving industries, the judgment serves as a warning that the courts will uphold bargains struck by email, particularly where urgency and commercial context indicate an intention to be bound. Modern commerce does not (necessarily) wait for ink on paper.
