A recent Court of Appeal decision involving sports streaming giant DAZN has made one thing clear: emails and WhatsApp messages can form a legally binding contract – even if no formal document is signed.

DAZN accepted an offer from Coupang via email to sublicense FIFA broadcast rights, but when a better offer came along, DAZN tried to back out. The court said no – those emails were enough to seal the deal.

Why It Matters to Your Business

In today’s fast-paced commercial world, deals are often discussed in emails, WhatsApp messages or other digital formats. Many businesses don’t realise that those casual messages can carry serious legal consequences.

If your team negotiates deals over email or messaging apps, you could be entering contracts without realising it. That means:

· You may be unintentionally, legally bound to a whimsical term before a formal agreement is signed.

· Phrases such as “Great, thanks” or “Sounds good” can constitute formal acceptance of an offer.

· Changing your mind after giving an informal agreement could result in legal action or financial loss.

· Unclear or poorly worded emails can lead to misunderstandings and potential disputes over agreed terms.

· Your terms and conditions that govern all your commercial relationships at first instance should be drafted clearly to exclude such informal ways of accepting offers or variations.

How We Can Help

At Berry Smith, we help businesses avoid costly mistakes by:

· Drafting and reviewing clear, robust terms and conditions, commercial contracts and disclaimers/statements

· Reviewing third party terms and conditions or other commercial contracts

· Reviewing and drafting variation clauses to ensure that your contract can’t be unintentionally changed via email or informal written exchanges

· Advising on negotiations, relevant notices and correspondence

· Making sure your intentions are clear and legally sound and clarifying vague wording

Berry Smith’s Bottom Line

If you’re discussing deals over email, you could be entering into legally binding contracts – whether you mean to or not. Contact the Commercial team at Berry Smith today, and we’ll help you stay protected, informed, and in control of your contracts.