The Accidental Contract - DAZN v Coupang

Courts have long accepted that you can form a binding contract before anything is signed, even where everyone expects a formal written agreement to follow. The recent Court of Appeal decision in DAZN v Coupang brings that risk into sharp focus: your team may already have agreed the deal before anyone in the business realises it.

In that appeal, the court found that a contract had been concluded through emails and some WhatsApp messages, even though no formal contract had been signed and correspondence included wording that suggested they were still in a foreshadowing phase such as “we are … eager to move on to the contractual phase”.

If you want to strengthen contract formation through Legalesign as the point at which the contract is genuinely formed, below we suggest three steps you can take now to support that.

DAZN v Coupang and Formation of Contract

The legal test for formation of contract is familiar and hasn’t changed. A court will usually find a contract where it can see a clear offer, a clear acceptance, an intention to create legal relations, and enough certainty on key points like price, scope, duration and territory. 

In DAZN v Coupang, those building blocks all appeared in a short email: rights, territory, price and exclusivity were set out in plain terms. Coupang effectively said, “this captures our intention and we’re keen to move to the contractual phase”. DAZN later replied to say it accepted that offer and would start work on the contract.

Around those emails, the WhatsApp traffic talked about the deal as “confirmed” and a “closed case”. When a better offer turned up from another broadcaster, DAZN tried to argue that nothing was binding yet – the parties were just edging towards a formal contract. The Court of Appeal looked at the overall pattern of emails, messages and behaviour and concluded that the contract had already been made.

That’s the backdrop. So what can you actually do about it?

3 ways to guard against the accidental contract.

1. Decide - and say - that "we only contract via electronic signature on Legalesign"

The first step is almost deceptively simple: decide, as a business, when you intend to be bound, and write that down.

Imagine someone in finance asking, “At what point should we assume this deal is real and committed?” If the honest answer is “when both parties have signed in Legalesign”, then your policies ought to say exactly that. Your contract handbook might spell out that commercial terms discussed in emails, chats or draft documents are part of negotiation only, and that a contract is formed when the agreement has been executed through the approved signing process (or another very clearly agreed method). It should also make clear who is allowed to send documents for e-signature and who has authority to say anything that looks like a formal acceptance of an offer.

Once you’ve done that internal work, you can start to set expectations externally. At the beginning of a negotiation, it’s perfectly reasonable to tell a counterparty:

“Our normal process is to agree terms in principle, then issue the binding contract through our e-sign platform, Legalesign. That’s the point at which the agreement becomes effective.”

Stating that up front does two useful things. It reassures the other side that there is a clear process, and it quietly aligns the story you would later want to tell a court: that everyone understood Legalesign to be the point where the contract actually comes into existence.

2. Help people watch their language before signature

The next step is to pay attention to the words people use on the way to that Legalesign moment. The DAZN case is a good reminder that very ordinary phrases – “we accept”, “deal confirmed”, “closed case” – can carry a lot of legal weight. To a judge reading them back months later, they can look like the moment of agreement, not just enthusiasm.

You don’t need everyone to speak like a lawyer, but you do want them to know the difference between language that keeps you safely in the “negotiation” zone and language that sounds like a done deal. That might be as simple as nudging teams towards phrases like:

• “These terms look workable in principle, subject to contract.”

• “We’re aligned on the commercial summary; legal will now prepare the agreement for e-signature.”

and away from emails that declare “we accept your offer” or “great, deal done”. “Subject to contract” still does an important job here. It signals, in plain English, that no one intends to be bound yet. In DAZN v Coupang, the absence of that kind of wording made it harder for DAZN to argue the deal wasn’t already in place.

Many organisations find it useful to share a short “red list” of expressions to avoid before anything has been through Legalesign – the kind of phrases that feel harmless in the moment but sound very final on a courtroom screen. Replacing them with “in principle” wording, and regularly pointing forward to the upcoming Legalesign process as the real finish line, helps to keep the narrative straight: we’re working towards a contract; we haven’t reached it until it’s signed.

3. Let Legalesign act as the gatekeeper, not just the pen

Finally, it helps to treat Legalesign as more than a tool at the very end of the journey. The more your internal processes depend on it, the more naturally it becomes the “gate” a deal must pass through before anyone regards it as binding.

In practice, that might mean keeping all signable templates under the wing of legal or contract management, so people aren’t improvising their own “nearly final” documents. It might mean limiting who can start an e-signature process for certain deal sizes, so that a major contract can’t go out for signing without the right approvals. You might build simple checks into the workflow – legal sign-off, a quick look from finance or risk – before Legalesign is allowed to send any agreement to the other side.

Learn about approvers on Legalesign.

All of that has a useful side-effect: it turns the Legalesign stage into a visible, deliberate moment. People see that once a document is in the system and fully signed, that’s the point at which the contract “starts”. And if there is ever a dispute, the audit trail – who signed, which version, on which date – lets you show very clearly when that moment was.

Summary

The Court of Appeal in DAZN v Coupang hasn’t created a new rule about email contracts. It has taken long-standing principles and applied them to a very modern mix of emails and chat messages – and concluded that the parties had contracted before a written contract.

If your organisation wants electronic signature to be the standard way deals are concluded, the message is straightforward: decide that Legalesign is the moment you intend to be bound, shape your policies and language around that, and use the platform’s controls so that, in everyday practice, nothing quietly jumps the fence.

Do that, and when someone in the business asks, “Have we just agreed a contract?”, you’re much more likely to be able to say, calmly:

“Not until it’s gone through our Legalesign process – and we haven’t sent that yet.”