Canadian Court Recognizes Contract Signed with Emoji

A Canadian court has concluded that the "thumbs up" emoji signifies acceptance of a contract for the sale of 87 tons of flaxseed. This information was reported by Canadian Lawyer.

In June 2023, Judge T. J. Keene ruled in favor of the grain buyer, South West Terminal Ltd. (SWT), in a simplified court proceeding. The judge determined that there was a valid contract between the parties, which was breached by the defendant,  Achter Land & Cattle Ltd .

The judge ordered Achter Land to compensate SWT for damages exceeding $82,000 and fulfill its obligations at the spot market with a higher price.

In March 2021, representatives from the companies discussed and agreed upon the contract terms over the phone. Following the discussion, Kent Mickleborough from SWT sent a photograph of the document to Achter Land's representative, Chris Achter, requesting confirmation of the flaxseed contract.

In response, Achter replied with the thumbs up emoji. According to the buyer, this indicated acceptance of the contract. However, Achter Land failed to deliver the flaxseed within the specified timeframe.

The court's decision was heavily influenced by the parties' longstanding commercial relationship. Previously, they had entered into several contracts using short text messages such as "Looks good," "OK," or "Yes." The judge deemed this case to be similar to a previous contract for the supply of wheat.

"The only difference is the use of the word 'flaxseed' instead of 'hard wheat,' and this time, instead of 'OK,' 'Yes,' or 'Looks good,' Chris sent the commonly used thumbs up emoji," stated the court.

According to Achter, the thumbs up emoji simply indicated the receipt of the contract. He emphasized that he hadn't even had a chance to read the contract and would not have agreed to it without reviewing its terms beforehand.

"Sending the thumbs up emoji wasn't confirmation that I agreed to the terms of the flaxseed cultivation contract. I thought they would send the full text by fax or email for review and signing," explained Chris Achter.

Even in the absence of specific legislation in Canada permitting electronic signatures, the judge noted that courts consider electronic signatures as valid signatures in accordance with longstanding principles of common law.