Canadian Court Rules 👍 Counts as a contract agreement

Be careful before casually throwing out another thumbs-up emoji: A Canadian court has found that the ubiquitous symbol can confirm that a person is officially entering into a contract.

The ruling pointed to what one judge called the “new reality in Canadian society” that courts should face as more people express themselves with hearts, smiley faces and fire emojis — even in serious business dealings or personal disputes.

The case questioned whether a farmer in Saskatchewan had agreed to sell 87 tons of flax to a grain buyer in 2021. The buyer had signed the contract and sent a photo of it to the farmer, who responded with a “thumbs up” emoji.

The farmer, Chris Achter, argued that the “thumbs-up emoji simply confirmed that I received the flax contract” and was not confirmation that he had agreed to the terms of the deal, the ruling said. He said he understood the text in such a way that the “full contract would follow by fax or email for me to review and sign”.

The grain buyer, Kent Mickleborough, pointed out that when he sent the photo of the contract to Mr. Achter’s mobile phone, he wrote: “Confirm the flax contract.” So when Mr. Behind replied with a thumbs-up emoji, Mr. Mickleborough said he understood that Mr. Behind “agreed to the contract” and that it had been “his way” of signaling that agreement.

The judge noted that Mr Achter and Mr Mickleborough had a longstanding business relationship and that in the past when Mr Mickleborough had texted Mr Achter contracts for durum wheat, Mr Achter had responded by saying succinctly texting “looking good”. good’, ‘okay’ or ‘yup’.

Both parties clearly understood that these succinct replies were intended as an acknowledgment of the contract and “not merely an acknowledgment of receipt of the contract” by Mr. Behind, Judge TJ Keene of the King’s Bench District Court for Saskatchewan wrote. And each time, Mr. Achter had delivered the grain as agreed and paid for.

Judge Keene, for example, ruled last month that there was a valid contract between the parties and that Mr. Achter had violated that contract by not delivering the flax. The judge ordered Mr. Achter to pay damages of 82,200 Canadian dollars, or approximately $61,000.

“This court readily recognizes that a 👍 emoji is a non-traditional means of ‘signing’ a document, but nevertheless, under the circumstances, it was a valid way to convey the two purposes of a ‘signature’ – to signer” as Mr. Achter for texting from his mobile number and “to convey Achter’s acceptance of the flax contract”, Justice Keene wrote.

To reach his decision, Judge Keene quoted the dictionary.com definition of the thumbs-up emoji: “used to express agreement, approval, or encouragement in digital communication, especially in Western cultures.”

“I’m not sure how authoritative that is, but this seems consistent with my understanding of my day-to-day use — even as a latecomer to the world of technology,” Judge Keene wrote.

In an interview on Thursday, Mr. He said he “apparently” disagreed with the decision and declined to comment further. His lawyer, Jean-Pierre Jordaan, did not immediately respond to an email request for comment.

According to the ruling, Mr Jordaan had warned that allowing a thumbs-up emoji to signify agreement to a contract would “open the floodgates” for all sorts of cases asking courts to define the meaning of other emojis , like a handshake. or a fist.

Josh Morrison, a partner at the law firm representing Mr Mickleborough, declined to comment on the decision but did tell Canadian Lawyer magazine that it was a “really interesting case — a classic law school question.”

Laura E. Little, a professor at Temple University Beasley School of Law, called the decision “a remarkable sign of the new world of communication when an emoji can work to break the contract-making trap.”

Julian Nyarko, an associate professor at Stanford Law School, said the legal test for contract agreement revolves around how a reasonable person would interpret the signals both parties gave. In some cases, a verbal agreement is sufficient, he said.

“For most purposes, if they see a thumbs up emoji, a reasonable person would think that the person giving the thumbs up wants the contract,” Professor Nyarko said. “It fits very neatly into the legal doctrine that the courts have established.”

Still, the exact meanings of emojis will remain an open question in the United States and Canada, depending on the facts of each case, said Eric Goldman, a law professor and co-director of the High Tech Law Institute at Santa Clara University School. of the law.

Professor Goldman, who has counted 45 judicial opinions in the United States who referred to the thumbs-up emoji noted that some young people use the emoji sarcastic or dishonest. Others use it just to acknowledge receipt of a message, such as a verbal “uh-huh”. In some Middle Eastern countries, he said, the gesture is offensive.

“This case won’t definitively determine what a thumbs-up emoji means,” said Professor Goldman, “but it does remind people that using the thumbs-up emoji can have serious legal ramifications.”