DAZN v Coupang: English Court of Appeal blows the final whistle on FIFA Club World Cup broadcasting rights dispute

In DAZN Limited v Coupang Corp¹ the English Court of Appeal has held that informal messages exchanged via WhatsApp and email were sufficient to form a binding contract to sublicence the broadcast rights to the 2025 FIFA Club World Cup ("CWC").

The Court of Appeal's decision illustrates that English law requires relatively few formalities in order for binding contracts to be concluded between parties – particularly when compared to other jurisdictions.

The decision is a useful reminder of the key issues that are often contested when there is a disagreement about whether a binding agreement was in fact reached and how a Court will address them.  These included:

• whether emails evidencing offer and acceptance were equivocal and in particular (i) whether an email expressing an “intention” to acquire rights was sufficiently certain to amount to an offer capable of acceptance; (ii) whether a reference in an acceptance to the commencement of contract drafting rendered acceptance uncertain; and
• whether in all the circumstances, including looking at the communications between the parties as a whole, there was an intention to create legal relations, or whether any agreement was subject to contract with the parties anticipating a formal agreement being drafted thereafter.

Background

The DAZN group ("DAZN") had been granted the broadcast rights to the CWC by FIFA. The terms of the licence allowed DAZN to sublicence the rights in different territories.

In January 2025, DAZN entered into discussions with a Korean broadcaster, Coupang Corp ("Coupang"), regarding the potential sublicence of the broadcast rights to the CWC to Coupang.  The discussions were predominantly via WhatsApp, email and occasional voice calls, between Andrea Radrizzani and Charles Ma of DAZN, and John Lee and Danny Kim of Coupang.

At first the discussions were exploratory but the tone of the messages appeared to make reference to firm offers by late February 2025.  In particular:

• On 27 February 2025, Mr Kim emailed Mr Radrizzani to confirm the price Coupang was willing to offer for the rights ($1.7 million) and that any rights granted would be co-exclusive with DAZN (the "27 February Email").
• On 3 March 2025, Mr Ma responded by email, in which he noted "I am pleased to 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" (the "3 March Email"). A WhatsApp message was then sent by Mr Ma to Mr Kim, which said "Just sent you an email to formalise our acceptance of your proposal for FCWC".

On 4 March 2025, Mr Radrizzani told Mr Lee that another bidder had offered $3.5 million for the same rights, and on 12 March 2025 he mentioned that the rival bidder had increased its bid.

Legal proceedings were subsequently commenced by Coupang, who claimed that DAZN had not honoured the contract between the parties. At first instance the High Court held that a contract had been concluded between the parties.  This was based on the 27 February Email (Coupang's offer) and the 3 March Email (DAZN's acceptance), and the background of communications between the parties via WhatsApp and the conversations that had taken place. Coupang was therefore entitled to specific performance of the contract.

DAZN's appeal

Three of the five grounds of DAZN's appeal focussed on the formation of the contract.  DAZN's position was that the first instance judge had incorrectly held that a contract was concluded by virtue of the 27 February Email and the 3 March Email (the remainder related to issues specific to the injunction granted by the judge at first instance). 

Court of Appeal's decision

The Court of Appeal held that a binding contract had been concluded between the parties as a result of the offer and acceptance, as documented in the 27 February Email and the 3 March Email.  This was notwithstanding that the parties anticipated signing a formal agreement at a later date, which would presumably have included additional terms.

In reaching this decision, the Court took into account: (i) the whole of the negotiations between the parties, both before and after those which Coupang claimed created the contract; (ii) the references to a subsequent formal written contract and whether this indicated that the parties' agreement was subject to contract and did not yet have legal effect; (iii) whether the parties had already agreed all the terms which they regarded as essential; (iv) that business people conducting commercial negotiations would often not use "the precision of language which lawyers aspire to in contract drafting" and therefore their communications should be interpreted by reference to the substance and sense of what was said; and (v) the relevance of the parties' negotiations taking place in a context where performance of an agreement is urgent.

Overall, the Court held that it seemed clear "that the parties had reached an agreement by which they intended to be immediately and legally bound by the exchange of the emails in question."²  In particular:

• by the time the 27 February Email was sent, DAZN had asked Coupang whether they were going to make an offer and Coupang confirmed that they would. Coupang's offer of $1.7 million reflected the sum that DAZN had previously advised was necessary to secure the broadcasting rights;
• the 3 March Email described the 27 February Email as an "offer";
• following the 3 March Email, Mr Radrizzani informed Mr Lee that there was another party interested in the rights. When Mr Lee responded to say "[b]ut the deal was finalised…" Mr Radrizzani's response was "I know… leave it with me". The Court of Appeal noted that Mr Radrizzani did not disagree with the assessment that that the deal between the parties was concluded by 3 March 2025; and
• on 14 March 2025, Mr Lee confirmed that Coupang would need to take legal action if DAZN did not abide by the terms of the deal, to which Mr Radrizzani said "I understand", indicating his understanding that there was a binding legal agreement.

The Court of Appeal also took account of the following additional (and more general points) when reaching its decision:

• the fact that DAZN had actively encouraged Coupang to begin marketing the CWC without waiting for the long-form agreement;
• there was no indication that the parties intended the negotiations to be conditional on a formal, signed document being agreed – for example, by the parties using the label "subject to contract" or similar in their discussions;
• DAZN's own evidence was that they generally negotiated "binding heads of term" before moving onto long-form contracts and that they recognised the heads of terms as being binding enforceable agreements; and
• The Court considered that the requirement of urgency in relation to the performance of the agreement made it more likely that the parties intended to be bound.

Comment

This dispute serves as a cautionary tale as regards the relative ease at which an agreement can become a binding contract under English law, and the fact that few formalities are needed to conclude a contract, as compared to other jurisdictions.  The fact that this dispute arose in the context of two sophisticated commercial parties negotiating broadcasting rights to a global sporting event also illustrates that the nature/complexity of the deal may not ultimately matter where there has been a clear offer and acceptance of key commercial terms.

The decision also highlights the dangers that can arise when commercial teams in different business areas fail to coordinate properly with one another.  This can result in those teams entering into negotiations with different counterparties over the same rights.  Given the high risk that those deals may conflict with one another, it is important to have comprehensive and robust internal approvals processes in place, with specific procedures and approval lines which must be followed prior to commercial teams agreeing heads of terms or other agreements that they may ultimately be bound by. 

Similar issues can be avoided by:

1. Involving in-house (or external) legal counsel in commercial negotiations to ensure that nothing is said or done that may give rise to legal consequences that were not intended by either party.
2. Being clear as to whether any heads of terms being discussed/agreed are intended to be binding or non-binding. If they are intended to be non-binding, they should be marked clearly as such and noted as being "subject to contract".
3. Implementing appropriate internal systems and controls which regulate the ways in which commercial deals with third parties are negotiated and approved internally.