People around the world use the ubiquitous thumbs-up emoji to say that they like something or agree with something. It’s a quick and easy way to tell someone what you think. According to a recent decision in a Canadian court, it’s also a quick and easy way to make a legally binding contract.
A case from the province of Saskatchewan involved a grain buyer and a farmer. The grain buyer, Kent Mickleborough, sent a mass text message in the spring of 2021 to explain that he wanted to buy 86 tons of flax for 17 Canadian dollars (U.S. $12.73) per bushel. Mickleborough then talked on the phone to a farmer, Chris Achter, about his request. Afterward, he sent a text message with a photo of a contract, which provided that Achter would deliver the flax in November of that year. The message said “Please confirm flax contract.” Achter simply sent back a thumbs-up emoji.
However, Achter did not deliver the flax as the contract in the photo provided. This put Mickleborough at an unexpected disadvantage, since the price of flax increased by November. A dispute unfolded in the Court of King’s Bench over the meaning of the emoji in Achter’s text. Mickleborough argued that it indicated agreement to the contract in the photo, like a digital signature, while Achter claimed that it meant that he had received the text message. He said that he had not had time to review the contract.
This forced Justice Timothy Keene to determine what the thumbs-up emoji meant. Although he noted that this is not a traditional way to sign a contract, he ultimately felt that it met the two purposes of a signature in the situation. (These are to convey acceptance of the contract and identify the signer.) As a result, he ordered Achter to pay 82,000 Canadian dollars (over U.S. $61,000) due to breaching the contract.
A decision from Canada has no direct effect on U.S. courts or contract law. However, it’s possible that a court reviewing a similar dispute in this country might use parallel reasoning. People negotiating a contract thus should think carefully about their use of emojis or other symbols. Their negotiating partner, and eventually a judge, might see them differently from how they meant them.
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