Red Card - Court of Appeal enforces contract concluded over email in FIFA Club World Cup 2025 licensing dispute
The Court of Appeal has recently delivered its judgment in the case of DAZN Limited v Coupang Corp [2025] EWCA Civ 1083, concerning a dispute over broadcasting rights for the FIFA Club World Cup 2025 in South Korea. The case revolved around whether a binding contract was formed through email and WhatsApp exchanges and the scope of injunctive relief granted to enforce co-exclusive broadcasting rights. The court ultimately dismissed DAZN’s appeal and upheld the injunction granted by the Commercial Court.
Background
The FIFA Club World Cup 2025, a newly introduced competition in the football calendar, and featuring 32 football teams from around the globe including the continental champions from the past four years, took place in June and July 2025. FIFA, the sole owner of the broadcasting rights, licensed those rights to DAZN, who were authorised to sublicense them in different territories. Coupang Corp, primarily an e-commerce platform in South Korea, operates a streaming service for which they sought rights to broadcast the competition in the territory.
The central issue in this appeal was whether a binding contract was reached between DAZN and Coupang, granting Coupang co-exclusive live and video on demand broadcasting rights in South Korea for the FIFA Club World Cup, in circumstances where DAZN had received a rival higher offer for the rights which it wanted to accept. The Commercial Court had previously ruled that a contract was concluded through emails and WhatsApp messages exchanged between the parties in February and March 2025. The Commercial Court made declarations and granted injunctive relief to protect Coupang’s broadcasting rights.
DAZN appealed the High Court’s decision on the grounds that no binding contract had been formed, arguing that the disputed email exchanges did not amount to a contractual offer from Coupang or unqualified acceptance from DAZN. DAZN also claimed there was no intention to create legal relations, asserting the agreement was ‘subject to contract’ and contingent on a formal written agreement. Additionally, DAZN challenged the scope of the injunction, particularly objecting to the restriction on providing the broadcast feed to parties other than Coupang or DAZN’s own platforms, arguing this exceeded the agreed contractual terms.
Court of Appeal’s Analysis
The negotiations involved key business representatives from both companies and the court examined the entire course of negotiations, including WhatsApp messages and emails, to determine the existence and terms of the contract.
The court applied established legal principles to assess whether a binding contract was formed. These principles include considering the whole course of negotiations, the possibility of concluding a binding contract even if a formal document is to follow, and the importance of the parties’ words and conduct during commercial discussions.
Conclusion on Contract Formation
The Court of Appeal concurred with the Commercial Court's first instance conclusion that a binding contract was formed. In dismissing the appeal, the Court of Appeal was clear in its reasoning. Lord Justice Popplewell, delivering the leading judgment, stated:
“Applying the legal principles which I have identified and looking at the communications as a whole, it seems clear to me 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”; and
“There is nothing to suggest that these parties intended that the formal drafting of the contract was a necessary prerequisite to being legally bound by the agreed terms, and a considerable number of indicia to the contrary”.
The court highlighted several factors supporting this decision:
- Agreement on Essential Terms: By the time of the key email exchanges in question, the parties had agreed on all essential terms, including the price.
- Formalisation of the Agreement: An email from Coupang to DAZN summarised the agreed deal terms, indicating a formal offer.
- Acceptance of the Offer: An email from DAZN in response explicitly accepted Coupang’s offer, confirming the deal.
- Subsequent Communications: Subsequent emails and messages indicated that both parties considered the deal finalised and binding, despite it not yet being formally documented in a long form agreement.
Injunctive Relief
The Court of Appeal also addressed the scope of the injunctive relief granted by the Commercial Court. DAZN challenged the breadth of the injunction, particularly the prohibition on providing the broadcast feed to any party other than Coupang or DAZN’s platforms. The court upheld the injunction, concluding that it was necessary to enforce the co-exclusivity obligation and prevent DAZN from undermining Coupang’s rights.
Comment
The Court of Appeal’s decision underscores the importance of clear communication and agreement in commercial negotiations. The judgment reaffirms that a binding contract can be formed through email exchanges and informal communications, provided the parties have agreed on essential terms and intend to be legally bound. In this case the parties did not qualify their discussions with the words 'subject to contract' or anything equivalent, and the message “we will accept Coupang’s offer” was held to be unequivocal. Further, when Coupang complained that it would need to take legal action if that acceptance was not honoured, the immediate response from the DAZN representative involved was “I understand”, which the Court of Appeal indicated was an understanding that there was already a binding legal agreement.
Parties wishing to avoid inadvertently entering into contractual agreements should be careful in the language they use and also involve their legal advisers at the earliest opportunity to avoid any misunderstandings or, where appropriate, enforce any rights already formed (which may only be via an exchange of emails rather than a formal agreement).
In that regard, the case also highlights the court’s power to enforce contractual obligations through injunctive relief when necessary, in particular where the matters are urgent and need to be resolved on an expedited basis (as was the case here before the broadcast of the live feed for the FIFA Club World Cup 2025).
