A “thumbs up” emoji can be just as valid as a signature when it comes to contracts, according to the Court of King’s Bench for Saskatchewan.
A recent summary judgement found Achter Land & Cattle Ltd. liable for more than $82,000 in damages after failing to fulfill an order of flax seed that had been agreed to through an emoji text message.
In March 2021, Kent Mickleborough, a farm market representative with South West Terminal Ltd., sent a text blast to grain producers looking to buy 86 tonnes of flax for $17 per bushel to be delivered in the fall. He received a response from Achter Land & Cattle, drafted a document and texted a picture of it to Chris Achter with the caption “Please confirm flax contract,” which Achter replied with the thumbs up emoji.
However, when November came around, the flax never arrived.
In court, Achter argued the emoji was not an agreement to the contract, but more an acknowledgement that he received it. He also denied that a thumbs up emoji generally means “I agree.”
"This has led the parties to a far flung search for the equivalent of the Rosetta Stone in cases from Israel, New York State and some tribunals in Canada, etc. to unearth what a [thumbs up] emoji means,” Justice T.J. Keene wrote in his decision.
Achter added he would never agree to such a deal without making sure of an “act of God” clause considering the crop was not yet grown and was waiting for a full version of the contract to come through email or fax.
In his judgement, Keene pointed to previous contracts between the two parties for already grown crops that had been fulfilled after responding to texted contracts with “looks good,” “ok” and “yup.”
“The parties clearly understood these curt words were meant to be confirmation of the contract and not a mere acknowledgement of the receipt of the contract by Chris,” Keene wrote in the decision. “There can be no other logical or creditable explanation because the proof is in the pudding.”
“This court readily acknowledges that a [thumbs up] emoji is a non-traditional means to ‘sign’ a document but nevertheless under these circumstances this was a valid way.”
Keene added it’s important for Canada’s court system to keep up with technology and adapt to the changing times.
“I agree that this case is novel (at least in Saskatchewan) but nevertheless this Court cannot (nor should it) attempt to stem the tide of technology and common usage,” he said. “This appears to be the new reality in Canadian society and courts will have to be ready to meet the new challenges that may arise from the use of emojis and the like.”
In the end, Achter was ordered to pay $82,200.21 plus interest to SWT for breach of contract.
Jean Jordaan, a lawyer for the defendant, declined to comment in an email to BNNBloomberg.ca, but did note his client is appealing the decision.