The English WhatsApp Contract By: Mallory Kean

The English WhatsApp Contract

In today’s digital world, even a WhatsApp message can bind parties to a multi-million-dollar sublicensing agreement. That is precisely what the Court of Appeal of England and Wales held in 2025 in DAZN Ltd. v. Coupang Corp.[1], a case that tackled informal contracting in the “fast-paced environment of sports broadcasting.”[2] The dispute arose out of the inaugural FIFA Club World Cup, held in the United States in June and July 2025, featuring 32 of the world’s top men’s football clubs.[3] Although FIFA owned the exclusive global broadcasting rights, it licensed those rights to DAZN, a subscription-based sports streaming service.[4] DAZN was authorized to sublicense coverage to regional broadcasters.[5]

In January 2025, DAZN entered negotiations with Coupang Corporation (“Coupang”), a major Korean broadcaster, about the potential sublicense of broadcasting rights of the World Cup for the Korean market.[6] The parties conducted most of their discussions through a mixture of WhatsApp messages, emails, and voice calls exchanged between their respective representatives.[7] While the court pored over a multitude of these communications, two messages proved particularly significant. First, Coupang’s offer stated:

“I work with John. John has asked me to send the proposal below, which captures our intention for acquiring the upcoming FIFA World Cup media rights this year. -Competition: Fifa Club World Cup 2025 - Financial consideration: USD 1,700,000 We are very excited to land this new deal with you, and eager to move on to the contractual phase, so that we can start planning on content utilisation. We look forward to hearing back from you soon.”[8]

And second, acceptance from DAZN:

“I am pleased to inform you that we will accept Coupang Play’s offer for the FIFA Club World Cup 2025 we will start contract drafting and hope to share the draft for our agreement soon.”[9]

After these messages were sent, DAZN representatives communicated to Coupang that a rival bidder had offered more for the same rights.[10] Coupang commenced legal proceedings, claiming entitlement to specific performance of the contract.[11] DAZN disputed this, asserting that no valid offer or acceptance had ever occurred and that the parties lacked the requisite intention to create legal relations, as both sides expected that any binding commitment would arise only after formal contracts were drafted and executed.[12]

However, despite the informal nature of the communications, the Court of Appeal ultimately found that the exchange contained both a clear offer from Coupand and acceptance from DAZN.[13] English courts consider the whole course of negotiations in disputes such as this.[14] Here, the court identified several contextual factors supporting the parties’ intentions to be legally bound by an agreement, including: (1) escalation from WhatsApp to emails, (2) agreement on essential terms, (3) language of finality, (4) the parties’ subsequent conduct, (5) urgency of the deal, (6) acknowledgement of enforceability, (7) absence of a "subject to contract” communication, and (8) regular industry practice.[15]

Ultimately, the court found that the messages between DAZN and Coupang were sufficient to create a legally enforceable contract, despite being communicated through WhatsApp and informal communications rather than through formal written agreements.[16] The Court compelled DAZN to provide the broadcast feed.[17] It also issued an injunction that prevented DAZN from broadcasting the tournament on YouTube.[18] This case underscores the inherent risks in relying on informal communications when negotiating high-value agreements. In this case, the deal was worth $1.7 million, and the high value did not require any additional formalizations beyond contract formation.[19] More importantly, it illustrates how broadcasting-rights deals, often high stakes and worth millions[20], can be formalized through casual digital exchanges.

DAZN v. Coupang reinforces an emerging trend in English contract law toward recognizing informal digital exchanges as binding agreements. It is not the first time an English court has treated WhatsApp messages as creating an enforceable contract. In both Southeaster Maritime Ltd. v. Trafigura Maritime Logistics Pte Ltd.[21] and Jaevee Homes Ltd. v. Fincham,[22] the courts upheld agreements formed through WhatsApp messages, even when those messages were informal or written in shorthand.[23] Moreover, in a notable Canadian decision, which is considered persuasive to English courts, the court held that a simple thumbs-up emoji was sufficient to constitute both valid acceptance and an electronic signature.[24] Overall, DAZN v. Coupang Corporation solidified the proposition that, “in fast-moving commercial contexts, informal communications can create enforceable agreements if they objectively demonstrate an intention to be bound, even where a subsequent long-form contract is contemplated.”[25]

Companies should take heed of this decision. Although informal platforms like WhatsApp offer speed and convenience, they also create a real risk of inadvertently forming binding agreements. Under English contract law, an enforceable contract requires offer, acceptance, consideration, contractual capacity, and an intention to be legally bound[26]–and, as the cases above illustrate, courts are increasingly willing to find those elements in anything from detailed WhatsApp exchanges to a single emoji. In today’s digital world, it seems even a thumbs-up can sign off on a multi-million-dollar deal.

[1] DAZN Ltd. v. Coupang Corp., [2025] EWCA (Civ) 1083 (Eng.).

[2] Paddy Murphy, Paddy Murphy: WhatsApp Messages as Binding Contract – FIFA Club World Cup Broadcasting Rights Dispute, Irish Legal News (Oct. 30, 2025), https://www.irishlegal.com/articles/paddy-murphy-whatsapp-messages-as-binding-contracts-fifa-club-world-cup-broadcasting-rights-dispute.

[3] Id.

[4] Id.

[5] Id.

[6] Mark Stefanini, Jonathan Cohen, Nina Harris-Rowe, DAZN v. Coupang, English Court of Appeal Blows the Final Whistle On FIFA Club World Cup Broadcasting Rights Dispute, Mayer Brown (Aug. 29, 2025), https://www.mayerbrown.com/en/insights/publications/2025/08/dazn-v-coupang-english-court-of-appeal-blows-the-final-whistle-on-fifa-club-world-cup-broadcasting-rights-dispute.

[7] Id.

[8] Murphy, supra note 1.

[9] Id.

[10] Stefanini, supra note 5.

[11] Id.

[12] Amanda Larrington, Text Like the World is Watching: Creating a Binding Contract, Haynes Boone (Oct. 13, 2025), https://www.haynesboone.com/news/publications/text-like-the-world-is-watching-creating-a-binding-contract.

[13] Murphy, supra note 1.

[14] Larrington, supra note 11.

[15] Deal or No Deal? WhatsApp, Emails and the Goalposts of Contract Formation in the Context of FIFA Club World Cup Broadcasting Rights, Clifford Chance (Sep. 5, 2025), https://www.cliffordchance.com/content/dam/cliffordchance/briefings/2025/09/deal-or-no-deal-whatsapp-emails-and-the-goalposts-of-contract-formation.pdf.

[16] Murphy, supra note 1.

[17] Clifford Chance, supra note 14.

[18] Id.

[19] Anél De Meyer, Rachel Ziegler, Instant Messages, Lasting Commitments: The Perils of Informal Contract Formation in the Digital Age, JDSupra (Nov. 17, 2025), https://www.jdsupra.com/legalnews/instant-messages-lasting-commitments-3818338.

[20] See Timothy Bridge, Kunal Sajdeh, & Lizzie Tantam, Deloitte Football Money League 2025, Deloitte

(Jan. 23, 2025), https://www.deloitte.com/uk/en/services/consulting-financial/analysis/deloitte-football-money-league.html (finding that broadcast revenue accounts for 38% of the total income generated by the world’s top 20 football clubs).

[21] Southeaster Maritime Ltd. v. Trafigura Maritime Logistics Pte Ltd., [2024] EWHC 255 (Comm).

[22] Jaevee Homes Ltd. v. Fincham, [2025] EWHC 942 (TCC).

[23] De Meyer, supra note 18.

[24] South West Terminal Ltd. v. Achter Land & Cattle Ltd., [2023] SKKB 116 (Can.).

[25] Rob Harkavy, Court of Appeal Upholds FIFA Club World Cup Rights Decision, ICLG (Aug. 11, 2025), https://iclg.com/news/22938-court-of-appeal-upholds-fifa-club-world-cup-rights-decision.

[26] Contract Law Basics: Making a Legally Binding Contract (and When It’s Not), Hall Ellis (last visited Nov. 19, 2025), https://hallellis.co.uk/contract-law-basics-formation.