October 2, 2023 | Danny McMullen and Ema Marcheska
On June 8, 2023 with its ruling in South West Terminal Ltd v Achter Land & Cattle Ltd, 2023 SKKB 116, the King’s Bench Court for Saskatchewan set a new precent that the use of the thumbs-up emoji in contacts is considered acceptance.
The two parties, Plaintiff South West Terminal LTD (SWT) and Defendant, Achter Land & Cattle Ltd, argued if the Achter representative’s use of the “thumbs-up” emoji when prompted by SWT to “please confirm flax contract” constituted an acceptance of the contact.
The situation of the case is one which occurs every day in the world of contacts. SWT drafted and signed a contract to buy 87 metric tonnes of flax from Achter. A picture of the contact was sent to the proper representative of Achter who responded with the “scandalous” emoji in question. When Achter did not deliver the flax, SWT sued for breach of contract and damages.
The court considered two questions in their decision. First, whether the thumbs-up emoji is considered a signature, or simply an acknowledgement that the contact has been received. Second, whether there is a consistent pattern of acceptance and if the nature of the relationship between the parties is such that it would allow an informed reasonable bystander to conclude that the use of the emoji in this case would constitute agreement.
On the first question, Justice T. J. Keene acknowledged that the thumbs-up emoji is a non-traditional way of “signing” a document, however in this case it does convey the purposes of a signature, it conveys the acceptance, and it identifies who is the signator.
On the second question, the court considering that Achter had previously confirmed his acceptance of contracts with SWT through text using the words “ok”, “yup” or “looks good”, ruled that it can be reasonably concluded that this thumbs-up emoji constituted an acceptance.
Ultimately the court came to the ruling that the emoji sent via text was a valid form of acceptance of a contract, ordering over $82,000 in damages for breach of contract.
LESSON FOR THE CONTRACT WORLD: In a modern world it is important to beware of emoji use in any contract offering, negotiating or acceptance as they can be interpreted as a form of binding communication.
Here at Northview Law, our team of experienced lawyers can help you navigate the modern world of contracts ensuring your best interests are represented.