Can Emoji’s Be Legally Binding?

A judge in Saskatchewan seems to think so.

In a recent case, South West Terminal Ltd. v. Achter Land & Cattle Ltd., the Court ruled that a simple thumbs-up emoji 👍🏽 can mean acceptance of a contract.

Not surprisingly, this is raising questions about the legal implications of using emojis and digital images in electronic communications.

Now keep in mind, before we dive in, this case was pretty fact specific (like most cases!) but there are definitely a few key takeaways that might be applicable to you.

Quick Overview:
A Saskatchewan grain company, had been purchasing grain from the Defendant, a farming corporation, since 2012. As a result of the the pandemic, the Plaintiff's sales team shifted to conducting business through email and text messages.

In March 2021, the Plaintiff's representative sent a text message to farmers expressing an interest in purchasing flax for delivery later that year. Following a phone conversation between the representatives of both parties, a contract was drafted, signed by the Plaintiff's representative, and sent as a photo to the Defendant's representative via text message. The Defendant's representative responded with a thumbs-up emoji.

The actual facts of the case weren’t in dispute. Instead, what was being argued was whether a meeting of the minds had occurred, which is essential for a valid and enforceable contract. The Plaintiff argued that the thumbs-up emoji indicated agreement or acceptance, while the Defendant contended that it merely acknowledged receipt of the contract, not approval.

I’ll save you the other legal arguments which revolve around the interpretation of certain sections of the Sales of Goods Act and the argument against interpreting emoji’s being binding because of the impact going forward if 👍🏽 was accepted as a valid signature and the slippery slope of interpretational challenges for other emojis…

Ultimately, the Court decided that the use of the thumbs up emoji was acceptance of the contract.

The Court emphasized that the test for a contract's agreement is not the subjective intentions of the parties, but rather whether their conduct would lead a reasonable person to believe they intended to be bound.

Considering the nature of the parties' relationship and past agreements, the Court found a consistent pattern of entering into valid and binding contracts.

The Defendant's representative had previously accepted contracts using words like "ok," "yup," or "looks good" via text messages. Thus, the Court concluded that the thumbs-up emoji signified acceptance of the flax contract, as proposed.

The Court dismissed concerns raised by the Defendant regarding the floodgates that may be opened as a result of the decision. While acknowledging the novelty of the case in Saskatchewan, the Court recognized the prevalence of emojis and digital communication in Canadian society. Courts must adapt to meet these new challenges, accepting the evolving reality shaped by technology and common usage.

Takeaways
While the Court's decision relied on the parties' history of contracts, it serves as a reminder of the potential legal consequences associated with all forms of digital communication, including emojis.

Parties engaging in commercial communications should exercise caution, treating these interactions as seriously as formal written communications. As technology continues to shape our society, the legal system must adapt to the new challenges posed by emojis and other digital means of expression.

If you’re in the habit of saying yes to changes to scope of work or other contract changes in short words or often give the go-ahead using emoji’s, there’s a good chance that could be interpreted as your acceptance of the changes, or even a new contract altogether. So be careful before you send back that thumb’s up emoji. 👍🏽