DAZN Limited v Coupang Corp

A binding commercial contract may be concluded although the parties expect a formal long-form document and further non-essential terms. The court must assess objectively the whole course of negotiations, including subsequent conduct, to determine whether the parties intended immediate legal commitment. It must construe informal commercial communications for their substance and sense, rather than with the linguistic precision expected of lawyer-drafted documents.

Whether negotiations are subject to contract depends principally on whether the parties regarded significant terms as still requiring agreement. An agreed term granting rights co-exclusively excludes third parties. Its detailed scope is determined from the admissible factual matrix and may be protected by an injunction where a threatened act would undermine the agreed exclusivity.

DAZN held global media rights for the FIFA Club World Cup 2025 and negotiated with Coupang for live and video-on-demand broadcasting rights in South Korea. Coupang sent an email setting out the competition, rights, territory, co-exclusivity and price. DAZN later emailed that it would accept the offer and begin contract drafting.

The Commercial Court held that those emails concluded a binding contract and granted declarations, specific performance and a prohibitory injunction. DAZN appealed the conclusion that there had been offer, acceptance and intention to create legal relations, and alternatively challenged the breadth and justification of the injunction: [2025] EWHC 1266 (Comm).

The central issue was whether the parties had intended to be immediately bound despite anticipating a later long-form agreement, and whether co-exclusivity prevented DAZN from making the broadcast feed available through YouTube.

1. Appeal dismissed. Popplewell LJ, with whom Arnold and Newey LJJ agreed on the contract-formation issues, held that the emails of 27 February and 3 March 2025 constituted an offer and an unequivocal acceptance. Objectively construed against the whole course of dealing, the parties intended immediate legal commitment.
2. The applicable principles, as summarised in Smit Salvage BV v Luster Maritime SA (The Ever Given) [2024] EWCA Civ 260, required consideration of all negotiations, including subsequent communications. A binding agreement can exist although a formal document is expected and some matters remain to be agreed. The parties determine which terms are essential. Informal, imperfect commercial language must be read for its practical sense.
3. Coupang's email was a formal offer of the agreed commercial terms, not merely an expression of future intention. DAZN's statement that it would accept that offer was unqualified. References to moving to the contractual phase and starting contract drafting contemplated implementation and recording of the agreement, rather than a condition precedent to legal effect.
4. The parties had agreed the essential terms and had used no subject to contract qualification. Their later messages repeatedly treated the deal as confirmed, finalised and enforceable. DAZN's encouragement of marketing before execution of a long-form agreement was powerful confirmation that it considered a binding contract already in place. The urgent timing of the competition reinforced that conclusion.
5. Arnold LJ, with Popplewell and Newey LJJ agreeing, rejected the challenges to the injunction. DAZN's stated position demonstrated that it wished to undertake the conduct restrained if entitled to do so. The agreement was enforceable despite leaving non-essential detail for a long-form contract. Co-exclusivity meant exclusivity against third parties. On the available factual matrix, allowing DAZN to provide a free feed through YouTube could undermine Coupang's subscription service and its agreed rights. DAZN had not shown that the judge's interpretation, or the breadth of the injunction, was wrong.

• Court of Appeal (Civil Division): Dismissed DAZN's appeal and upheld the finding of a binding contract and the prohibitory injunction: [2025] EWCA Civ 1083.
• High Court, Commercial Court: Held that a contract had been concluded, granted specific performance, declarations and injunctive relief: [2025] EWHC 1266 (Comm).