Thumbs Up Emoji (👍) Amounts To Acceptance, Binds Parties Under A Legal Contract: Canada Court

The King's Bench of Saskatchewan in Canada has held that sending a thumbs up emoji in response to a contract will amount to acceptance and bind the parties under a legal contract.

The Canadian Court awarded $82,200.21 to the crop seller for breach of contract as he had failed to deliver the crop to the seller after responding to the contract on message with a thumbs up emoji.

Rejecting the argument of the defendant that the thumbs up emoji was sent to communicate the receipt of the contract, Justice T. J. Keene said, “In my opinion, when considering all of the circumstances that meant approval of the flax contract and not simply that he had received the contract and was going to think about it.”

In my view 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, the court added.

It was hearing the plea of breach of contract of a seller who sent a picture of a contract to deliver the crop in November with a text “please confirm” to which a farmer replied with the thumbs up emoji. However, the farmer did not deliver and subsequently the price of the crop increased.

Refusing to be bound by the obligations of the contract, the farmer contended that he did not send the emoji to accept the contract but to confirm its receipt.

He submitted that the full terms and conditions of the Flax Contract were not sent to him, and he understood that the complete contract would follow by fax or email for me to review and sign.

“Mr. Mikleborough (plaintiff) regularly texted me, and many of the messages were informal. Attached as Exhibit “A” is one example of many jokes that Mr. Mikleborough would send me. I deny that he accepted the thumbs-up emoji as a digital signature of the incomplete contract,” he said.

Referring to dictionary.com, the Court said, “A starting point is that the 👍 emoji has arrived in the world of dictionary meaning: “it is used to exprecommunicationsss assent, approval or encouragement in digital , especially in western cultures.”

"I am not sure how authoritative that is but this seems to comport with my understanding from my everyday use – even as a late comer to the world of technology," the judge added.

Rejecting the contention of the defendant that the emoji was not sent in confirmation of a contract but to indicate that he has received the text, the Court said, “This ends up being a bit of a cake and eat it too situation – Chris wants the court to accept the 👍 emoji meant only he got the contract but not that he approved the contract. This is of course somewhat self-serving.”

The Court opined that, “I am satisfied on the balance of probabilities that Chris okayed or approved the contract just like he had done before except this time he used a 👍 emoji.”

It further observed that, “I find under these circumstances a 👍 emoji is “an action in electronic form” that can be used to express acceptance as contemplated under The Electronic Information and Documents Act, 2000, SS 2000.”

Justice Keene also rejected the argument that, “an actual signature is essential because it confirms the person’s identity and a signature conveys a message.” On this, the court said, “I do not find that argument persuasive.”

“I agree a signature in the classic presentation does denote identity and confirmation of an agreement. However, that in itself does not prevent the use of a modern day emoji such as a 👍,” he added further.

In light of the above the Court held that, “I find that the parties entered into a binding legal contract under the unique circumstances of this case. Therefore this issue does not require a trial.”

Consequently, the Court awarded $82,200.21 damages to the plaintiff for the breach of contract.

Case Title: South West Terminal Ltd. V. Achter Land & Cattle Ltd.

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