Court of Appeal confirms binding contract in sports broadcasting dispute: DAZN Ltd v Coupang Corp

The case offers valuable insights into contract formation via digital communications and the interpretation of co-exclusivity in media licensing agreements. It also further demonstrates the English Court's willingness to hear cases of an urgent nature on an expedited basis given that the FIFA Club World Cup 2025 was due to begin on 14 June 2025.

Background

FIFA licensed global broadcasting rights for the 2025 Club World Cup to DAZN, which was authorised to sublicense them. Coupang, a major South Korean e-commerce and streaming platform, sought co-exclusive live and video-on-demand (VOD) rights for South Korea via its service, Coupang Play.

The dispute centred on whether a binding agreement had been reached between DAZN and Coupang through emails WhatsApp messages and telephone calls.

His Honour Judge Pelling KC in the Commercial Court, after an expedited trial, found in favour of Coupang, deciding that a binding contract had been so concluded. Specific performance and injunctive relief were granted in favour of Coupang. DAZN appealed on five grounds including:

Grounds 1 to 3 challenged the Judge's conclusion that a contract was concluded by way of emails exchanged on 27 February and 3 March 2025 on the basis that they did not amount to a contractual offer, an unqualified acceptance and no intention to create legal relations.

Grounds 4 and 5 raised alternative grounds advanced only if the challenge to the existence of the contract failed and related to the terms of the injunctive relief granted by the Judge.

Key Communications

On 27 February 2025, Coupang proposed acquiring the South Korean rights for USD 1.7 million, stating:

“We are very excited to land this new deal with you, and eager to move on to the contractual phase…”.

On 3 March 2025, DAZN responded:

“We will accept Coupang Play's offer… We will start contract drafting and hope to share the draft for your agreement soon.”

These were preceded by various WhatsApps and emails mainly from early 2025 and were followed up by further emails on the same date including one from DAZN stating:

"Just sent you an email to formalise our acceptance of your proposal for FCWC" and Coupang's response stating: "We look forward to working with you on this project…".

Legal Principles Applied

The High Court applied established principles confirming that:

• A binding contract can be formed even if a formal document is expected later;
• The entire course of negotiations must be considered;
• The absence of “subject to contract” language is not decisive; and
• Parties are the “masters of their contractual fate” in deciding which terms are essential.

Court of Appeal Decision

The Court of Appeal dismissed DAZN’s appeal, affirming that a binding contract had been formed with Coupang through a clear offer and unequivocal acceptance via email.

Grounds 1–3: Contract Formation

The Court held that the 27 February email was a valid offer and the 3 March response was a clear acceptance. The parties intended to be legally bound and the absence of “subject to contract” language supported this.

Grounds 4–5: Injunctive Relief and Co-Exclusivity

The Court also rejected grounds 4 and 5 as regards the terms of the injunctive relief.

Key Takeaways

• Digital Communications Can Form Contracts: Informal exchanges via email and messaging apps can constitute binding agreements if the essential elements of contract formation are present.
• Industry Norms Matter: The Court recognised that in the broadcasting industry, parties often consider themselves bound before formal contracts are signed.
• Co-Exclusivity Must Be Respected: Streaming content on free platforms like YouTube may breach exclusivity arrangements, especially where one party relies on a paid subscription model.
• Equitable Remedies Are Available: Specific performance and injunctive relief remain powerful tools in protecting contractual rights in commercial disputes.

Conclusion

This decision reinforces the importance of clarity and consistency in commercial negotiations, particularly in fast-moving industries like sports broadcasting. It highlights that courts will look beyond traditional formalities, such as signed documents or formal language, to determine whether a binding agreement exists. If the key elements of a contract are present, a court may find that a contract has been formed and will enforce it robustly.

With thanks to co-author George Wong, Secondee in our Dispute Resolution team.