Deal or No Deal? How WhatsApp Chats Become Binding Contracts
When WhatsApp Messages Become Contracts: Lessons from DAZN v Coupang
In today's fast-paced commercial landscape, WhatsApp has become an indispensable tool for business communications, with countless deals initiated, negotiated and finalized through messaging platforms. The recent Court of Appeal decision in DAZN Limited v Coupang Corp [2025] EWCA Civ 1083 provides a crucial reminder for businesses operating in this digital environment: binding contracts can form through these informal channels, even when both parties anticipate that lawyers will later prepare formal documentation. The case, involving broadcasting rights for the FIFA Club World Cup 2025, demonstrates how courts prioritize the actual intentions and conduct of parties over the formality of their communications.
The Facts
The dispute arose when DAZN, holding global broadcasting rights for the 2025 Club World Cup, negotiated a co-exclusive sublicense with Coupang for South Korean broadcast rights. After extensive informal discussions via WhatsApp and phone calls, the parties exchanged formal emails on 27 February and 3 March 2025. Coupang's email outlined the deal terms and expressed eagerness to move to the "contractual phase," while DAZN's response stated it would "accept [the] offer" and instructed its legal team to begin drafting.
Following this exchange, both parties proceeded as though a deal was done—discussing marketing activities and promotional timelines. However, before the formal contract was executed, DAZN received a substantially higher offer from a competitor and attempted to withdraw. The Commercial Court found a binding contract had been formed, a decision the Court of Appeal unanimously upheld.
The Court's Analysis
Popplewell LJ, delivering the lead judgment, emphasized that the court must assess negotiations holistically, examining the entire sequence of communications rather than isolated messages. He confirmed 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.
Several factors proved decisive; the parties had deliberately moved from informal WhatsApp messages to formal email communications, indicating a shift toward finalization. The language employed constituted clear offer and acceptance. Their subsequent behavior (including preparations for marketing activities) confirmed they viewed themselves as bound. The absence of "subject to contract" wording, while not conclusive on its own, carried significant weight.
Crucially, the court rejected DAZN's argument that involving lawyers to prepare documentation prevented immediate contractual effect. Popplewell LJ clarified that "it is possible for parties to conclude a binding contract even though it is understood or agreed that a formal document will follow which may include terms which have not yet been agreed." The parties had resolved all fundamental terms, and their intention to create formal documentation did not suspend their existing legal obligations.
The Practical Implications & Key Lessons
This judgment delivers an important message: informal business discussions can create legally enforceable obligations faster than many commercial parties realize. Courts will identify binding agreements wherever the core terms have been resolved and the parties' actions demonstrate commitment, regardless of whether formal paperwork follows.
For businesses, several lessons emerge clearly. Document commercial negotiations with precision, recognizing that informal channels carry genuine legal consequences. Use "subject to contract" language explicitly during preliminary discussions—its complete absence here proved significant. Understand that emails, WhatsApp messages, and similar digital exchanges can establish firm commitments. Business personnel conducting negotiations must appreciate that their informal communications may generate legal duties before any formal contract materializes.
Perhaps most critically, bring legal teams into discussions early. The natural tension between commercial momentum and legal caution is understandable, but allowing key terms to be agreed before legal review invites exactly the confusion that emerged in this case. Early legal participation helps commercial colleagues recognize when their discussions have transitioned from exploratory to binding, preventing expensive litigation and safeguarding the parties' genuine commercial objectives.
In a business environment where deals develop through rapid digital exchanges, this decision confirms that contract law adapts accordingly—applying established principles to contemporary communication methods while maintaining clear standards for determining when parties have truly committed themselves to legal obligations.
Need Expert Guidance?
Navigating the complexities of contract formation and ensuring your commercial negotiations are properly documented requires experienced legal support. Whether you're in the early stages of deal discussions or need to review existing agreements, professional advice can prevent costly disputes and protect your business interests.
Contact Sade at Jurisprudence Legal today for assistance with contract review, negotiations and drafting. With extensive experience in commercial contracting, Sade can help ensure your agreements accurately reflect your intentions and provide the certainty your business needs.
