WhatsApp messages as binding contracts: FIFA Club World Cup broadcasting rights dispute

The recent English Court of Appeal decision in DAZN v Coupang Corporation offers critical insights into how binding agreements in media can be formed - even through informal correspondence such as emails and WhatsApp messages - in the fast-paced world of sports broadcasting.

At the centre of the dispute was a multi-million Dollar sublicensing deal for live and video on demand (VOD) rights to the inaugural FIFA broadcasting rights for the FIFA Club World Cup 2025. The case highlights the importance of clear contractual communication and the risks involved when informal negotiations lead to binding contracts in sports broadcasting, making it a must-read for sports rightsholders, broadcasters and legal professionals navigating the sports media landscape globally.

Background to the case

FIFA, the global governing body for football, ran the inaugural Club World Cup in the US in June and July 2025 involving 32 of the best men’s football club teams from across the world. FIFA, as the sports broadcasting rightsholder, licensed all worldwide FIFA broadcasting rights to DAZN, an "over-the-top" subscription sports streaming service. DAZN was authorised to sublicense them in different territories subject to certain conditions imposed by FIFA.

The issue in the case was whether DAZN had entered into a binding media agreement to provide co-exclusive live and VOD broadcasting rights in South Korea for the FIFA Club World Cup to Coupang Corporation (Coupang), an e-commerce platform in the South Korean online market that is comparable to Amazon in its business model and market presence. The informal way the offer and acceptance were made was pivotal to the question of whether a binding media agreement had been formed. The parties exchanged emails, supplemented by WhatsApp messages and conversations. A formal written agreement was subsequently reached.

The English Commercial Court held that the contract was concluded by a series of emails between the parties, in particular the following:

Offer from Coupang

“… I work with John. John has asked me to send the proposal below, which captures our intention for acquiring the upcoming FIFA Club World Cup media rights this year. -Competition: FIFA Club World Cup 2025 -Rights: Live Broadcast rights and VOD rights -Territory: South Korea -Exclusivity: Co-exclusive with DAZN -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...”

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 your agreement soon..."

The English Commercial Court also awarded Coupang injunctive relief preventing DAZN from disposing of the FIFA broadcasting rights for South Korea, including by sublicence, and requiring DAZN to make the Club World Cup 2025 broadcast feed for South Korea available to Coupang and not to any other party. This included DAZN's own social media platforms.

DAZN appealed the decision to the Court of Appeal challenging the English Commercial Court's findings that there was an offer, that it had been accepted and that there was an intention to create legal relations by that offer and acceptance.

The English Court of Appeal's decision

The Court of Appeal rejected DAZN's appeal. It held that by the time of the "Offer from Coupang" set out above, the parties had already agreed the essential terms during phone calls and through WhatsApp messages. The Court further noted that in the industry, it is common practice to reach an oral or informal agreement on key terms, such as binding terms in media agreements, via WhatsApp, which is then confirmed with a more formal step, such as an email.

The Court of Appeal also found that the "Acceptance by DAZN", particularly the wording “we will accept Coupang Play’s offer”, was entirely unequivocal and that the parties did not qualify their discussions with the words "subject to contract" or the equivalent.  DAZN were familiar with such wording and used it in drafts of heads of terms agreements with others.

Significance of this case

Broadcasting rights are typically the most valuable asset held by sports organisations. For example, Deloitte has reported that broadcast revenue accounts for 38% of total revenue of the top 20 (by revenue) football clubs in the world. Broadcasters and rightsholders should take note of the informal nature of the communications, including WhatsApp messages, that contributed to the finding that a binding media agreement had been reached between DAZN and Coupang, despite the fact that a formal agreement had not been reached.

It is also advisable to ensure any such communications are labelled "subject to contract" to rebut any presumption that the parties intended to enter into legally binding contracts in sports broadcasting, where that was not the case.

How Ogier can help

Our Sports team in Dublin is well placed to advise on all aspects of sports law, including the formation and enforcement of binding agreements in media. If you have queries regarding the issues raised in this case study, contact our team via the details provided below.

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Disclaimer

This client briefing has been prepared for clients and professional associates of Ogier. The information and expressions of opinion which it contains are not intended to be a comprehensive study or to provide legal advice and should not be treated as a substitute for specific advice concerning individual situations.

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