Deal Confirmed: When Your WhatsApp DMs Becomes a Contract
Good evening. Tonight's question: can a WhatsApp exchange be a contract?
The switchboard is lit up. Line one is a founder in Shoreditch. He says no, obviously not. A contract is a 40 page PDF, a DocuSign envelope and a nervous lawyer.
Thanks for calling. You're wrong. Next caller.
English law doesn't care how pretty the document is. It asks one question. Looking at what you said and did, would a reasonable person think you'd done a deal? If yes, congratulations. You have a contract. Whether you wanted one or not.
The caller who found a better offer
Coupang v DAZN, Commercial Court, 2025.
DAZN held the rights to show the FIFA Club World Cup in South Korea. Coupang wanted them for its streaming platform. Talks ran over WhatsApp, phone and email. Very modern. Very relaxed. No lawyers in sight.
Then DAZN sent this: "Deal is confirmed... will follow up to coordinate the draft agreement." Later: "We will start contract drafting."
Then a better offer turned up. DAZN did what most of us would be tempted to do. It tried to leave.
The judge said no. The price and the rights were agreed. A payment schedule and a disputes clause were missing, but neither was essential. A formal contract still to come didn't stop the deal being done. DAZN argued its negotiator had no authority to agree it. That failed too.
The remedy was specific performance. Not damages. The court made DAZN go through with it. Say what you like about English judges, they know how to ruin a better offer.
Before anyone panics. Where lawyers act on both sides and a formal document is being prepared for signature, the usual inference is that nobody is bound until it's signed. In Coupang, the lawyers hadn't arrived yet. Which, for most founders I know, is how every deal starts.
Magic words or wishful thinking?
At this point someone always rings in. "Rory, we just write subject to contract. Sorted."
Mostly, yes. Those three words say you're not bound until a formal document is signed. Courts respect them, and they won't lightly find you've given them up.
But two decisions this year show the words need looking after.
Baltimore Wharf v Ballymore Properties. A settlement draft went out marked subject to contract. The claimant's solicitor replied that the amended agreement "is agreed". The defendants signed. The claimant never did. The defendants said there was a binding settlement. The court said there wasn't. Saying "agreed" to a subject to contract document doesn't, on its own, make a contract.
GMC Utilities v Sumitomo. A proposal went out by email marked subject to contract. The other side accepted the next morning. The follow up emails, and a solicitors' letter the same day confirming the terms, all dropped the label. The court found a binding contract in that letter, six weeks before the formal escrow agreement was signed. Urgency helped. A performance bond worth nearly €4 million was being diverted into escrow on the strength of the deal.
Same three words. Opposite results. The difference was what happened after the first email.
Before you hang up
Five rules. Write them on a Post-it. Stick it to your phone.
Label it from the first message. Subject to contract goes on the first email, the first term sheet, the first WhatsApp.
Keep labelling. Every message, every draft. Baltimore Wharf says you might not need to. GMC says you'll regret it if you don't. Listen to GMC.
Mind your vocabulary. Don't type "agreed", "confirmed" or "done" unless you mean it. A court in Canada has already treated a thumbs up emoji as accepting a contract. Don't bet the company on ours being fussier.
Watch the clock. If someone is spending money or giving something up because of the deal, a court will look harder for a contract.
Know who's typing. DAZN said its negotiator couldn't bind it. It lost. Your head of partnerships has a phone too.
And if you want the deal to bind? Say so plainly, and get the other side to say it back.
That's all we've got time for
The law hasn't changed. Your inbox has. Deals now get done somewhere between a voice note and a calendar invite, and the courts are following you there.
If you're negotiating something that matters, call us before the "deal confirmed" message, not after. It's cheaper. And nobody has to explain an emoji to a judge.
For a contract review, let’s start with a quick call: Book a discovery call
RMOK Legal. We Look After It.
Cases: Coupang Corp v DAZN Group Ltd \[2025\] EWHC 1254 (Comm); [Baltimore Wharf SLP v Ballymore Properties Ltd \[2026\] EWHC 312 (TCC)](https://www.bailii.org/ew/cases/EWHC/TCC/2026/312.html); [GMC Utilities Group Ltd v Sumitomo Electric Industries Ltd \[2026\] EWHC 885 (TCC)](https://www.iclr.co.uk/document/2026002494/2026ewhc885tcc_TNA/html).
This is a general summary of English law, not advice on your situation.
FAQs
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Yes. English law looks at what the parties said and did, not the format. If a reasonable person would conclude the essential terms were agreed and the parties intended to be bound, a contract can be formed by WhatsApp, email or phone. In Coupang v DAZN (2025) the court held a deal confirmed by message was binding and ordered specific performance.
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Usually. The words signal that neither side is bound until a formal document is signed, and courts will not lightly find the label has been waived. In Baltimore Wharf v Ballymore (2026) a reply saying the draft was agreed did not create a contract because the draft was marked subject to contract and was never signed by all parties.
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Yes. In GMC Utilities v Sumitomo (2026) the first email was marked subject to contract but later messages and a confirming letter dropped the label. The court found a binding contract weeks before the formal agreement was signed. Keep the label on every message and draft.
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It can be. If the essential terms are agreed, a contract can exist even though both sides expect a formal document to follow. Where lawyers act on both sides and a formal agreement is being prepared for signature, the usual inference is that nobody is bound until it is signed.