In the ever-changing digital world, sealing a contract is now up to interpretation.
In June, a Canadian judge ruled that a “thumbs-up” emoji can be used and interpreted as a binding agreement after a grain buyer sued a farmer over not being sent goods previously agreed upon via emoji.
When Saskatchewan, Canada farmer Chris Achter sent a “thumbs-up” emoji to grain buyer Kent Mickleborough after he texted a contract regarding the purchase of 87 metric tons of flax, the two had different ideas of what Achter’s emoticon meant, per USA Today.
When Achter failed to send the flax, Mickleborough filed a lawsuit against him, arguing that he believed Achter’s thumbs-up was him sealing the agreement as Mickleborough’s text message included a picture of the contract (which Mickleborough had already signed) and a message that stated: “Please confirm flax contract.”
As for Achter, he considered the thumbs-up to be a mere signal that he had received the document, but was not officially agreeing to the contract.
“I deny that he accepted the thumbs-up emoji as a digital signature of the incomplete contract,” Achter said in the deposition. “I did not have time to review the Flax Contract and merely wanted to indicate that I did receive his text message.”
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Nonetheless, Judge T.J. Keene of the Court of King’s Bench in Swift Current, Saskatchewan ruled in favor of Mickleborough and ordered Achter to pay him $82,200 in Canadian dollars ($61,000 USD), as the price of flax at the time was $41 per bushel.
“This court readily acknowledges that [thumbs-up emoji] is a non-traditional means to “sign” a document but nevertheless under these circumstances this was a valid way to convey the two purposes of a “signature”….and Achter’s acceptance of the flax contract,” Keene ruled in June.
While Keene agreed that the case was “novel,” he ultimately stated that amid the growing use of technology, the court of law will similarly have to evolve alongside the digital world.
“I agree that this case is novel (at least in Saskatchewan) but nevertheless this Court cannot (nor should it) attempt to stem the tide of technology and common usage – this appears to be the new reality in Canadian society and courts will have to be ready to meet the new challenges that may arise from the use of emojis and the like,” Keen said.
Although not every emoji means you’re bound to a contract sent via text message, much of this decision hinged on the pretense of Achter and Mickleborough’s business relationship. Having worked together since 2015, this was not the first digital contract sent between the two, and Achter had formerly responded with similarly short responses such as “looks good”, “ok” or “yup” before ultimately sending the goods.
So, if you’re doing business, whether over the phone, computer, or in person, it’s always safe to confirm the terms of the agreement before assuming all parties are on the same page. While texting can make things faster, good old fashioned communication (or actual signatures) never hurts.
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