- within Consumer Protection, Insolvency/Bankruptcy/Re-Structuring and Insurance topic(s)
The English Court of Appeal has delivered a useful reminder of the limited formalities required to create a binding contract under English law.
Dealings on WhatsApp and email
DAZN, a global sports streaming platform, entered into discussions with Coupang, a South-Korean broadcaster, to sublicence its broadcasting rights to the FIFA Club World Cup 2025. The parties discussed the deal over WhatsApp, email and phone calls. Key terms were confirmed, and a written agreement was set to follow. However, DAZN later received a better offer. Coupang argued that the final whistle had already blown. The question for the court was whether a binding contract had been formed.
Amounted to a binding contract
The Court of Appeal found that a contract had been formed from the messages exchanged over email and WhatsApp. Specific performance of the agreement was granted to Coupang.
The court was persuaded by the fact Coupang emailed a "proposal" to DAZN including the price and specifying the broadcasting rights, which DAZN responded to saying they "accept" Coupang's offer and "will start contract drafting". Subsequent messages demonstrated both sides thought they had reached a binding agreement. There was a sufficiently clear offer and acceptance, partnered with an intention by both parties to be legally bound.
Post-match analysis
Unless they are ready to be bound, negotiating parties should be cautious when discussing potential agreements in any forum. This case is an example of the ease with which a contract can be formed under English law.
The court noted that "imprecise, ungrammatical and impressionistic" language would be no barrier to inferring the necessary intention to be legally bound, even for broadcasting rights to a major global sporting event and between two sophisticated commercial players. It was also immaterial that DAZN and Coupang understood a formal written contract would be agreed and executed later. Subsequent communications showing the parties considered themselves to have made a binding agreement will be "powerful evidence" that a contract has already been formed.
As discussed previously on this blog the trick in this situation
is to say that the negotiations are subject to contract. This is saying that you
do not yet have an intention to create legal relations.
Judgment: DAZN v Coupang
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