Sask. appeal court gives 2 thumbs up to decision that emoji is contractually binding

Saskatchewan’s Court of Appeal recently made a significant decision regarding the use of emojis in contracts between agricultural companies. The case involved Achter Land & Cattle Ltd, a company that sells grain, and South West Terminal (SWT), a grain buyer.

The dispute arose when SWT sent a text message to Chris Achter, the owner of Achter Land & Cattle, containing photos of a $58,000 contract for the sale of flax. In response, Achter used a thumbs-up emoji to confirm the deal. However, Achter later argued that he never signed the contract and therefore should not be held responsible for its terms.

Despite Achter’s objections, the Court of King’s Bench ruled that the thumbs-up emoji constituted confirmation of the contract. The court considered the entire text message exchange, including the photo of the contract, the request for confirmation, and the emoji, as sufficient evidence of an agreement between the two parties.

Josh Morrison, counsel for SWT, emphasized that modern law is media-neutral and that the emoji served as a valid form of communication in this context. The court determined that the metadata from Achter’s personal cellphone was enough to consider the emoji as a personal signature.

As a result of the contract breach, Achter Land & Cattle was ordered to pay SWT the price difference for the flax, totaling about $82,200 in damages, plus interest and other costs. Despite the significant financial implications, Achter may choose to appeal the decision to the Supreme Court of Canada, though the case would need to hold national importance for it to be heard.

The Court of Appeal upheld the original decision, with two judges ruling that the emoji constituted an electronic signature. However, not all judges agreed with this interpretation. Justice Brian Barrington-Foote argued that a simple affirmative response, such as a thumbs-up emoji, may not be sufficient to constitute a signature under The Sale of Goods Act.

Overall, this case highlights the evolving nature of contract law in the digital age and the importance of clear communication in business dealings. It also raises questions about the adequacy of emojis as signatures in formal agreements and the need for potential amendments to existing laws around electronic signatures.