Court Gives Thumbs Up to Contract Signed with Emoji

Published by Waterstone Law Group

Author: Jorie Les

In a 2023 decision, the Saskatchewan Court of King’s Bench made international news by finding that the “👍” emoji met the requirements for an electronic signature and was sufficient to create a valid contract. The decision, South West Terminal Ltd. V Acther Land, 2023 SKKB 116, highlights a shift in the legal contract landscape, demonstrating how Canadian courts are adjusting to the “new reality” of technology and the increasing use of emojis and digital communication.

The case involved a farmer (the “Defendant”) in Saskatchewan who had agreed to sell flax to a grain buyer in 2021. The buyer had signed and texted a photo of the proposed contract to the farmer and asked the farmer to confirm whether there was a deal. The farmer responded by texting back with a thumbs-up “👍” emoji but ultimately failed to deliver the flax.

The farmer contended that the thumbs-up merely confirmed that he received the contract, but did not form a contractual obligation. The buyer argued that because he had asked the farmer to “confirm” the existence of a contract, responding using a thumbs-up emoji signaled the farmer’s agreement.

In addressing this issue, the court first assessed the parties’ prior business relationship and communication history. It was found that the parties had a longstanding history of entering contracts relatively casually with the buyer sending pictures of the contract and the farmer responding with an “ok” or “yup”.

The court also considered the meaning of the “thumbs-up” emoji in everyday use and noted that it is used to express assent or approval. Taking the general definition and meaning of the emoji together with the parties’ prior history, the Court ruled that a reasonable bystander would have concluded that the parties had reached an agreement. Therefore, the legal test for creating a binding contract was met.

Justice Keene acknowledged that an emoji is a “non-traditional means to ‘sign’ a contract” and that the case was novel, but held that the court cannot and should not “attempt to stem the tide of technology and common usage” and must be ready to meet new challenges that arise from emojis and other modern forms of communication.

Key takeaway

With Canadian courts being increasingly open to changes in technology, business owners must recognize the potential risks and consequences of using informal mediums to conduct business.

If you have questions about what this might mean for you, please contact Waterstone’s Business Law practice group.