From WhatsApp to courtroom: How messages are becoming contracts

21 November 2025

In today’s digital environment, where most business negotiations occur through messaging platforms such as WhatsApp and other text-based channels, Operators must recognise that every message they send can carry legal significance.

In the recent case of DAZN Limited v Coupang Corp, the English Court of Appeal has held that messages exchanged via WhatsApp and email created a binding contract. This case demonstrates that where there is no explicit “subject to contract” language, even informal exchanges can give rise to legally binding obligations.

Background

The Appellant (DAZN) had been granted the broadcasting rights for the FIFA World Cup. The Respondent (Coupang) operated an e-commerce platform in the South Korean online market. In early 2025 both DAZN and Coupang entered into discussions regarding the potential sublicence of the broadcast rights.

These negotiations took place via Whatsapp, email and through a series of telephone calls. On the 27 February 2025, Coupang communicated an offer of $1.7 million to DAZN via email.

On the 3 March 2025, DAZN sent correspondence to Coupang accepting that offer and stating that they would start contract drafting and share a draft agreement soon.  However, DAZN later wrote to Coupang advising that they had instead accepted a higher offer from another company.

Coupang then initiated legal action on the basis claiming that a legally binding agreement had already been entered into.

In the first instance, the Commercial Court held that a contract had been formed between DAZN and Coupang. DAZN appealed this decision.

Grounds of appeal

DAZN challenged the decision on the following grounds:

1. The email dated the 27 February 2025 did not amount to a contractual offer, because it did not demonstrate immediate willingness to be legally bound upon acceptance.
2. The email dated the 3 March 2025 did not amount to unqualified acceptance.
3. There was no intention to create legal relations by exchange of emails because any agreement was subject to contract, with the parties anticipating a formal agreement would be drafted and signed.

Decision

The Court of Appeal dismissed DAZN’s appeal and concluded that when applying the relevant legal principles and looking at the communications as a whole, the parties had reached an agreement by which they intended to be immediately and legally bound by exchange of the emails in question. The February email outlined the key terms of the deal, and the 3 March email stating “we will accept Coupang Play’s offer” was clearly intended as a formal acceptance. Later communications further confirmed that both parties believed a binding agreement had been concluded.

Comment

This judgement serves as a reminder that parties can become bound by an agreement based on informal communications despite a formal long form agreement not being in place. In this case the court considered all communication as a whole to assess the parties understanding as to whether an agreement had been concluded.

Case law also reinforces the courts’ position on commercial contracts being formed via informal communication channels. For example, in Immigration Storage Company Ltd v Clear plc (2011), the Court of Appeal found an informal agreement to be binding, despite the Supplier informing their customer that “ a formal contract would follow in due course”. The phrase ‘subject to contract’ in commercial negotiations, indicates a strong presumption that the parties do not want to be bound by any informal discussions. Parties must therefore ensure that any agreement on the main points of a contract are clearly identified as non-binding and part of pre-contract negotiations, rather than a binding – albeit conditional – agreement.

In another more recent Canadian case, South West Terminal Ltd v Achter Land and Cattle [2023], the court accepted that a thumbs up emoji (👍) could be classed as a valid electronic signature to a contract. While this issue has not yet been addressed by the English courts, it is likely English courts would follow suit.

The risk of contracts being formed in this manner is that parties may be agreeing to legally binding terms before they are ready to do so.

Therefore, where operators are wishing to enter informal commercial discussions, they should take reasonable care in making it clear that pre-agreement correspondence is non-binding. Where parties wish to make it clear a contract has not been finalised, wording such as “subject to contract” should be used. Whilst the use of this phrase will not be determinative on its own, it will assist in making the parties intentions clear.

Backhouse Jones can audit your messaging practices, review your correspondence and strengthen your procedures to reduce commercial risk. Contact our specialist team today.