Introduction

In today’s digital world, emojis have become a popular form of expression and can add personality and emotion to our messages. However, it is crucial to recognize that, in certain circumstances, the use of an emoji can potentially be interpreted as a representation of an agreement to a contract.

While emojis may seem light-hearted and informal, their context and intent can vary greatly from person to person. A seemingly innocent or playful emoji can unintentionally convey a level of agreement or consent when used within a contractual discussion or negotiation. This means that individuals could potentially be held legally accountable for their emoji-based statements if they are later treated as acceptance or agreement to contractual terms.

Canadian case

On 8 June 2023, the King’s Bench for Saskatchewan, Canada in South West Terminal Limited v Achter Land & Cattle Ltd. (2023 SKKB 116) ruled that a thumb-ups emoji was just as valid as a signature and ordered a farmer to pay the sum of CAD82,00.21 for unfulfilled contract.

Background

South West Terminal Ltd. (SWT) claims the parties entered into a deferred delivery purchase flax contract on March 26, 2021 in which SWT agreed to buy and Achter Land & Cattle Ltd. (Achter) agreed to deliver 87 metric tonnes of flax for a contracted price of $669.26 per tonne, with delivery between November 1, 2021 and November 30, 2021. Achter did not deliver any flax. The plaintiff sues for breach of contract and damages of CAD82,200.21 plus interest and costs. The defendant denies, among other, entering into the contract. 

This case involved the law of contract and the core facts are not necessarily in dispute. What sets this case apart is the use of a thumbs-up emoji “👍” and what that meant in the context of the specific facts of this law suit.

The agreed facts of the case, among others:

• On March 26, 2021 at 1:01PM, Mr. Mickleborough texted the following text message to producers including Bob Achter and Chris Achter:
• All Divisions – – Kent Mickleborough – Flax Prices : Flax 1Can(max 6% dockage) $22.50/bu Apr. $17.00 Oct/Nov/Dec del
• Following Mr. Mickleborough sending this text message, he received a call from Bob Achter. After speaking with Bob Achter, Mr. Mickleborough called Chris Achter. Following the phone call with Chris Achter, Mr. Mickleborough had a contract drafted for Achter to sell SWT 86 metric tonnes of flax to SWT at a price of $17.00 per bushel (which amounts to $669.26 per tonne) with a delivery period listed as “Nov”. Mr. Mickleborough applied his ink signature to the contract, then took a photo of the contract using his cell phone. Mr. Mickleborough then texted the photo of the contract to Chris Achter at 306-264-7664, along with the text message: “Please confirm flax contract”. Chris Achter texted back from 306-264-7664 a “thumbs-up” emoji.
• Achter did not deliver 87 metric tonnes of flax to SWT in November 2021.

The court looked at the prior history between the parties, and referred to references as to the definition of the thumbs-up emoji at, among others, dictionary.com (👍; Dictionary.com online: https://www.dictionary.com/e/emoji/thumbs-up-emoji/).

The Court was satisfied that on the balance of probabilities that the defendant okayed or approved the contract just like he had done before except this time he used a 👍 emoji.  Further, the Court was of the view that a reasonable bystander knowing all of the background would come to the objective understanding that the parties had reached consensus ad item – a meeting of the minds – just like they had done on numerous other occasions.

Takeaways

Be mindful that emojis, despite their fun and friendly nature, can carry unintended legal consequences, especially in a business context. To ensure the clarity and accuracy of our communications, it is always best to rely on explicit language and avoid relying solely on emojis when discussing or forming contractual agreements.

Let’s continue to communicate effectively and accurately in order to avoid any misunderstandings.  If you have any questions about this article, please don’t hesitate to reach out to YTL LLP.

Please reach out to us to find out how we can help you protect your rights,

  Alfred Leung, Partner (E: alfredleung@hkytl.com; T: 852 3468 7202)

YTL LLP is a law firm headquartered in Hong Kong, China.  This article is general in nature is not intended to constitute legal advice.