Negotiating Over WhatsApp: Lessons Learned For Commercial Contracts
Can WhatsApp messages seal a multimillion-dollar deal?
In Coupang Corp v DAZN Limited [2025] EWCA Civ 1083 (“Coupang”), the Court of Appeal confirmed that a binding agreement can arise from what might usually be considered informal communications, including WhatsApp messages and emails.
Although the substance of the decision is founded on longstanding principles of contract formation, this decision offers helpful clarity on how the Courts interpret intent and agreement in fast-moving industries, especially where negotiations unfold rapidly across digital platforms.
The Dispute
The dispute in Coupang centred on the FIFA Club World Cup 2025, for which the Defendant held global broadcasting rights. The Claimant, a major South Korean tech firm, sought co-exclusive rights to stream the tournament in South Korea, which was of particular importance to Coupang given the participation of local team Ulsan HD.
The Claimant proposed a USD 1.7 million deal, which the Defendant initially accepted via email and WhatsApp, indicating that contract drafting would follow. The communications between the parties included two key emails dated 27 February 2025 and 3 March 2025, as well as a series of contemporaneous WhatsApp messages.
However, the Defendant later accepted a higher offer to stream the tournament from a competitor of the Claimant, prompting the Claimant to initiate legal proceedings on the basis that a binding agreement had already been reached.
The Commercial Court initially found in favour of the Claimant, granting specific performance and injunctive relief.
The Defendant appealed, arguing that the communications lacked the necessary intention to create legal relations and that no contract existed without a signed document.
The Decision
The Court of Appeal rejected the Defendant’s arguments and upheld the Commercial Court’s decision. It found that the emails constituted a clear offer and acceptance, and that the absence of a “subject to contract” caveat supported the conclusion that the parties intended to be legally bound.
The Court of Appeal emphasised that in industries like broadcasting, where timing is critical, parties often consider deals concluded before formal documentation is finalised. The urgency surrounding the tournament and the need for a deal further reinforced the inference that both parties intended to be legally bound by their communications.
The Defendant was ordered to provide the Claimant with the broadcast feed and was prohibited from sublicensing or distributing the content through third-party platforms, including YouTube. The Court of Appeal held that specific performance was an appropriate remedy given the unique nature of the broadcasting rights and the need to protect Coupang’s ability to deliver on its commitments to subscribers.
Legal Analysis: Contract Formation in the Digital Age
Coupang reaffirms that there can be a contract where the core principles of contract formation are present: offer, acceptance, consideration (exchanging something of value), and intention to be legally bound, as well as certainty of terms and the representatives having sufficient capacity and authority. Crucially, it demonstrates that:
The absence of a signed contract does not preclude the existence of a binding agreement. Here the essential terms had been agreed, and the parties’ behaviour demonstrated mutual commitment and an intention to be bound to the agreed terms.
Courts will assess the objective meaning of words and conduct, not the medium through which they are conveyed. Here, references to the deal being “finalised” and “a closed case” were indicative of a concluded agreement regardless of the fact they were contained within WhatsApp messages as opposed to more formal methods of correspondence.
“Subject to contract” language remains a key indicator of whether parties intend to be legally bound. Its absence here was pivotal, despite the parties discussing drafting a written contract to follow their discussions.
Coupang follows the decision from earlier in 2025 in Javee Homes Ltd v Fincham (t/a Fincham Demolition) [2025] EWHC 942 (TCC) which demonstrated that communications over WhatsApp can meet the legal requirements for the formation of a contract .
Whilst “acceptance by emoji” hasn’t yet appeared before the English Courts, we expect it is only a matter of time before it does.
It is likely a 👍(thumbs up), or similar, will be deemed to equate to acceptance following the decision in the Canadian courts where they recently ruled that a 👍“thumbs up” emoji constituted acceptance to a contract in Achter Land & Cattle Ltd. v South West Terminal Ltd 2024 SKCA 115, potentially giving hope to those who might want to prove the same under English law in future.
Implications for the Sports & Media Sector and Beyond
This judgment is particularly significant for the sports industry, where high-value negotiations are frequently conducted under tight deadlines and through informal channels often without legal representation.
WhatsApp messages, quick email exchanges, and verbal confirmations, including voice notes on social media platforms, are increasingly the norm rather than the exception. The Court’s decision in Coupang reflects a realistic understanding of how deals are done in practice and sends a clear message that such communications can in certain circumstances carry legal weight.
The judgment in Coupang reinforces the need for clarity and caution, even in seemingly casual interactions, especially when high-value rights and time-sensitive events are involved.
Those working in similar sectors where short deadlines are common and parties often get started without formal written contracts, such as the entertainment sector, should equally bear in mind the significance and method of their communications.
Practical Takeaways for Contract Negotiators
For those negotiating commercial contracts, this case serves as a cautionary tale. In an era where deals are increasingly negotiated via smartphones and email threads, every message can carry legal significance.
Key Takeaways:
Use “subject to contract” language where appropriate to avoid a binding contract being inferred and to preserve your negotiating position.
Avoid ambiguous phrases like “finalised” or “agreed”, unless that reflects true contractual intent.
Educate staff on the legal risks of informal communications in high-value transactions. You may want to put in place internal policies and training programmes for this. We can assist both with drafting policies and delivering training to your teams.
When drafting your agreement:
Consider including “entire agreement” and “no variation” clauses where you don’t want a contract to be capable of being added to or amended by communications over WhatsApp or any other channel outside formal legal agreements.
Define “in writing” – consider whether you would like WhatsApp messages to fulfil any requirement for communications to be “in writing”, particularly for notices. If you want to exclude WhatsApp or any other communication channels, then it may be sensible to expressly state this in the formal written agreement.
How we can help
Contact our Commercial and Commercial Disputes Resolution teams for advice on commercial contracts and best practices.
