29th October 2025 | Aaron Heslop | Dispute Resolution, Digital contract law, Whatsapp

In a landmark decision, the Court of Appeal in DAZN v Coupang Co [2025] EWCA Civ 1083 has reaffirmed that legally binding contracts can be formed through informal messaging platforms like WhatsApp, provided the essential elements of contract formation are present.

Background

The case of DAZN v Coupang Co [2025] EWCA Civ 1083 revolved around broadcasting rights for the FIFA Club World Cup 2025 in South Korea. DAZN, the global rights holder, and Coupang, a major South Korean streaming platform, conducted most of their negotiations via WhatsApp, supplemented by emails and voice calls. The central issue before the court was whether these communications amounted to a binding contract.

Key Findings

The Court upheld the High Court’s decision that a contract had indeed been formed. The judgment emphasised several critical points:

  1. Whole Course of Dealings: The court must consider the entire negotiation history, not just isolated messages. WhatsApp exchanges, voice calls, and emails collectively demonstrated mutual agreement.
  2. Intention to Create Legal Relations: Despite the informal medium, the parties’ conduct and language showed a clear intention to be legally bound. Phrases like ‘deal is confirmed‘ and ‘we will accept Coupang Play’s offer‘ were pivotal.
  3. Essential Terms Agreed: The parties had agreed on all essential terms including price, rights, territory, and exclusivity – before formal contract drafting began.
  4. No ‘Subject to Contract’ Language: The absence of qualifying phrases like ‘subject to contract’ supported the conclusion that the parties intended to be bound immediately.
  5. Industry Practice: The court acknowledged that in fast-moving industries like sports broadcasting, deals are often struck informally and later formalised. WhatsApp was deemed a legitimate medium for such negotiations.

Implications

This case serves as a cautionary tale and a guide for businesses operating in digital environments. It confirms that:

  • Informal communications can create binding obligations.
  • WhatsApp messages may carry the same legal weight as formal emails or signed documents.
  • Clear language and conduct matter more than the medium used.

Conclusion

The case is a reminder to all businesses to be mindful that even casual messages can have serious legal consequences if they reflect agreement on key terms and an intention to be bound. With so much business communication taking place on LinkedIn, WhatsApp, Telegram etc., all communications pertinent to whether a contract has been formed will be considered.

To find out more contact, Aaron Heslop or the Dispute Resolution team. 

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