Can an Emoji bind you to a Contract?

Written by: Sumit Kanwar, Student-at-Law

This article reviews a recent decision of the Saskatchewan Court of King’s Bench where the main issue was whether a “thumbs-up” Emoji was sufficient acceptance for the creation of a legally binding contract.

Neutral Citation: South West Terminal Ltd. v Achter Land, 2023 SKKB 116 (“South West”)

Date of decision: June 8, 2023

Jurisdiction: Saskatchewan Court of King's Bench

Case Overview:

The Justice in South West declared that the "thumbs-up" emoji holds the same legal validity as a traditional signature when used to signify contract agreement. This judgment arose from a case in which a grain buyer, Kent Mickleborough, sought C$82,000 ($61,442) from farmer Chris Achter for failing to fulfill a contract.

Factual Background:

In March 2021, Kent Mickleborough (“Mickleborough”), representing South West Terminal, sent text messages to potential clients, offering to purchase flax.

Mickleborough engaged in a conversation with Chris Achter (“Achter”) and transmitted a contract via text message, requesting that Achter "please confirm the flax contract."

Achter responded to Mickleborough's message with a thumbs-up emoji.

However, Achter ultimately did not deliver the flax as specified in the contract, and by that time, the market price for flax had risen.

Disputed Interpretation of the Emoji:

The crux of the dispute centered on the interpretation of the thumbs-up emoji.

Mickleborough contended that the emoji signified Achter's acceptance of the contract terms, citing previous contract confirmations through text messages as precedent. He specifically followed the text message with a picture of the Flax Contract asking Achter to “confirm” the contract to which he received a “thumbs up” emoji. Mickleborough interpreted the thumbs up as Achter’s signature.

Achter, on the other hand, maintained that the emoji only served as confirmation of the contract's receipt, not acceptance of its terms. He relied on section 6(1) of The Sale of Goods Act, RSS 1978, c S-1, as a statutory defence. Achter believed that he was yet to receive an actual contract for review and signature.

Legal Rationale:

Justice Timothy Keene acknowledged that while a thumbs-up emoji represents a non-traditional method of "signing" a document, it was deemed valid in this case for conveying the dual purposes of a "signature."

He looked at the relationship between the parties, the meaning of the thumbs-up emoji and its everyday use, and the provisions of The Sales of Goods Act.

Relationship Between the Parties

Justice Keene considered the parties’ prior interactions, revealing a pattern of casual contract agreements. Mickleborough routinely signed delivery contracts and shared images pertaining to the contract and would receive brief responses such as “looks good”, “ok”, or “yup” in return.

Thumbs-Up Emoji and Its Everyday Use

Justice Keene referred to external references to validate the interpretation of the thumbs-up emoji. Specifically, he found an online dictionary defining the emoji to be “use[d] to express assent, approval or encouragement in digital communications, especially in western cultures”.

The Court found this definition to align with the common understanding of a thumbs-up emoji held by a reasonable person. Given this definition and the parties’ established rapport, Justice Keene concluded that it was reasonable for Mickleborough to infer the formation of a contract.

The Sales of Goods Act Provisions

Justice Keene scrutinized the provisions in this Act, stipulating that a contract for the sale of goods must be documented and signed by the party liable for its enforcement. It is noteworthy that the Act’s definitions of “signed” and “in writing” are not construed in a rigid sense. Justice Keene deliberated and affirmed that the contract met the criteria of being both “in writing” and “signed” by both parties, thus aligning with the Act’s requirements.

Justice Keene rejected defense arguments that accepting the thumbs-up emoji as an indicator of acceptance would lead to further complexities with other emojis like the 'fist bump' and 'handshake.' Instead, a reasonable person would agree that this was a meeting of the minds and the thumbs-up emoji formed a contractual relationship.

He emphasized that the court should not attempt to impede the evolving use of emojis and related digital communication in Canadian society, asserting that this is the new reality that courts must adapt to.

Conclusion:

This judgment establishes that the "thumbs-up" emoji can be legally recognized as a means of entering into contracts. It underlines the necessity for legal institutions to adapt to emerging technologies and changing communication practices, particularly the use of emojis, in the modern era.

This case is from the Saskatchewan Court of King’s Bench and is not legally binding in Alberta at this time. We anticipate the South West Terminal Ltd. v Achter Land decision will be relied upon in legal argument in Alberta as parties and lawyers alike will look to develop case law precedent in Alberta.

Despite the foregoing, this case should serve as a warning that at least one Court in Canada has deemed the “thumbs-up” emoji as sufficient for acceptance of a contract.

Should you or anyone you know require legal services in relation to a contract dispute in Alberta, please do not hesitate to contact our litigation team at SB LLP.

Disclaimer: Please note that this article is for information purposes only and is not to be construed as providing legal advice.