Digital negotiations: lessons learned from DAZN v Coupang  

Businesses should be mindful of their communications to avoid the unintended legal consequences of creating binding agreements. Even informal exchanges can create binding legal obligations. The case of DAZN Limited v Coupang Corp serves as a reminder of the need for clarity and precision in negotiations, particularly when using email or messaging platforms.  

Background  

Earlier this year, FIFA granted its global broadcasting rights for the FIFA Club World Cup 2025 to DAZN (a UK based global sports streaming and entertainment platform). The licence allowed DAZN, with FIFA’s authority, to sublicence the broadcasting right to individual territories.  

Coupang Corp, a large e-commerce and streaming platform in South Korea, started negotiations with DAZN for co-exclusive live and video-on-demand rights in South Korea. The negotiations occurred on WhatsApp, telephone and email.  

Key communication  

Two emails were the focus of discussion. The first being an email from Coupang to DAZN dated 27 February 2025, in which Coupang made an offer of $1,700,000 for the sublicensing right. The second was an email from DAZN on 3 March 2025 responding to the offer stating: “I am pleased to accept Coupang Play’s offer…we will start contract drafting and hope to share the draft for your agreement soon.” The parties exchanged congratulatory emails and started discussing marketing and production logistics.  

Dispute  

DAZN sought to renege on the deal because it received a better offer from a third party.  

It argued that no binding contract had been formed because:  

• the email of the 27 February 2025 was not a contractual offer;  
• the email of the 3 March 2025 was not unequivocal acceptance; and  
• there was no intention to create legal relations until a formal contract was signed.  

Coupang sought specific performance (forcing DAZN to act in accordance with the contract) and injunctive relief (preventing DAZN from sublicensing to third parties in South Korea).  

Commercial Court decision  

The Commercial Court ruled in favour of Coupang stating that a binding contract had been formed.  

The court granted:  

• a declaration of contract formation; 
• specific performance requiring DAZN to provide the broadcasting feed; and  
• an injunction preventing DAZN from sublicensing to third parties in South Korea.  

DAZN appealed.  

Court of Appeal  

The Court of Appeal dismissed the appeal and upheld the decision of the Commercial Court. It held that a binding contract had been formed. The key reasons being:  

• the email of the 27 February was a valid offer; 
• DAZN’s response on the 3 March was clear and unequivocal acceptance; and 
• there were intentions to create legal relations.  

The court said that the absence of “subject to contract” and the parties’ behaviour (celebratory exchanges, planning the next stages and operational logistics) was consistent with behaviour that showed intention to create legal relations. 

Practical steps to follow  

1. Clarity of contractual intent  

If you do not intend to be bound until a formal contract has been signed you should explicitly state “subject to contract” on all communication and unless it is your intention to accept an offer, you should avoid language that could be considered acceptance. 

2. Digital communication can create legally binding contracts 

Courts are not limited to assessing formal documents. They will take into consideration email exchanges, messages and your behaviour to determine if a contract has been formed. Care should therefore be taken in terms of the context of communications. 

3. Your behaviour matters  

Your behaviour after negotiations have concluded can be used to demonstrate intentions to create legal relations. Businesses should have clear policies for communications that are followed by its procurement teams. 

If you would like to discuss the contents of this article in more detail or commercial contracts more generally, please do not hesitate to get in touch with Jack Shreeve on [email protected] or 01603 542669 or Emma-Constance Tanoé on [email protected] or 01603 756520.