Court of Appeal confirms that simple email exchange created binding contract

The Court of Appeal has ruled that a brief exchange of emails was enough to create a legally binding commercial contract, even though the parties expected to sign a longer written agreement later. The court said that where key terms are agreed and both sides behave as if a deal is done, the law will treat it as binding.

Joseph Halvorsen, Solicitor Apprentice, reports on this recent case.

The case involved DAZN, which held the global broadcasting rights to the FIFA Club World Cup 2025, and Coupang, a leading South Korean e-commerce and streaming business. DAZN was looking to sublicense the South Korea rights, while Coupang wanted to show the tournament on its Coupang Play streaming service. Their negotiations took place rapidly over WhatsApp, voice calls and email in early 2025.

On 27 February, Coupang emailed DAZN setting out its proposed terms, including a fee of $1.7 million, the territory, and the scope of the live and on-demand rights. This followed a phone call in which Coupang had delivered its final position. On 3 March, DAZN replied by email stating: “we will accept Coupang Play’s offer” and said its legal team would begin preparing the formal contract. A High Court judge later ruled that this exchange created a binding agreement. DAZN appealed.

The Court of Appeal dismissed the appeal, saying courts must look at the entire course of negotiations, not isolated messages. In this case, the wider context was decisive. After the email acceptance, both sides exchanged congratulatory messages and began discussing marketing and implementation. When DAZN later received a higher rival bid, its own messages acknowledged that it believed a deal with Coupang had already been finalised.

The court stressed that in fast-moving commercial settings, parties often reach binding agreements through informal communications before a full written contract is drafted. The absence of “subject to contract” wording and the fact that all essential terms had been agreed supported the conclusion that both sides intended to be legally bound.

The Court of Appeal also upheld an injunction preventing DAZN from giving the South Korea broadcast feed to other broadcasters or platforms, including free-to-air platforms such as YouTube. Allowing this, the court said, would undermine Coupang’s co-exclusive rights, particularly because its Coupang Play service operates on a subscription model.

The ruling confirms that an email and a prompt acceptance can form a contract when the essentials are agreed and both parties act as if the deal is done.

For more information about the issues raised in this article or any aspect of contract law, please contact Joseph on 01228 516666 or click here to send him an email.