DAZN vs Coupang Corp: Binding Contracts via Informal Communications

In the recent Court of Appeal decision DAZN v Coupang [2025] EWCA Civ 1083, it was confirmed that a binding contract can be formed via an exchange of emails and WhatsApp messages, as long as the essential elements of the deal are present and agreed.

Although the decision itself is not groundbreaking in terms of its application of the well-established principles of contractual construction, it provides an important reminder of the care that must be taken when communicating via less formal channels – such as WhatsApp – to avoid a binding contract being created before a formal, detailed written document has been drawn up.

This is particularly relevant in yacht transactions, where it is common for brokers, buyers and sellers to frequently use instant messaging applications such as WhatsApp to discuss potential terms in advance of executing a formal MOA.

While brokers ought to be aware of the need for caution in the language used during negotiations, potential buyers and sellers – regardless of their experience – may not appreciate the legal implications of these communications.

The Law

The Court of Appeal in DAZN confirmed that a legally binding contract can be concluded even where it is expressly understood or agreed that a formal document will follow, and where certain terms have not yet been agreed, as long as the totality of the parties’ communications evidence offer and acceptance of the essential terms (e.g. price).

However, the court also reaffirmed that this potentially unintended consequence can easily be avoided if clear language is used to communicate that there will be no binding agreement until a formal written contract has been agreed and executed (e.g. if all communications are expressly stated to be “subject to contract”).

In the DAZN case, for example, all of the relevant individuals were senior executives, and there was clearly an intention to prepare a formal written contract after the initial negotiations had been conducted via email and WhatsApp. The parties’ communications referred to “[moving] on to the contractual phase” after the key commercial terms had been agreed.

Nevertheless, the parties were found to have concluded a binding agreement before the written contract could be drawn up and further details agreed.

Applying the findings of the Court of Appeal in the DAZN case to a yacht transaction, it is possible to see how similar communications and language could lead to a binding agreement for the sale and purchase of a yacht even in circumstances where only the price is agreed during the course of informal communications, without any discussion of other important details such as the deposit, inspection of the yacht and completion formalities.

Conclusion

The key takeaway from the DAZN v Coupang decision for buyers, sellers and brokers is clear: regardless of the methods of communication used during negotiations, and no matter how informal any discussions may seem, all parties should be aware of the potential to form a binding agreement. To mitigate this risk, it is essential that all such communications and negotiations are made “subject to contract”, a well-recognised formula under English law, to ensure that no binding agreement arises until a formal written contract has been agreed and signed.