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Farmer’s thumbs-up emoji held to be electronic signature

Successful businessman in suit showing thumb up during video call

In a recent Canadian case, the use of emojis as a means of confirming a contract has raised intriguing questions about the ever-evolving landscape of contract law in the digital age.

This case involved a dispute between South West Terminal Ltd (SWT) and Achter Land & Cattle Ltd (Achter) over a contract for the delivery of 87 metric tonnes of flax. The contracted price was $669.26 per tonne, with delivery scheduled between 1 November and 30 November 2021. Achter failed to deliver the flax, leading to SWT suing for breach of contract and seeking damages of $82,200, among other claims.

The central issue in this case was whether a valid contract had been formed. A contract requires an offer, acceptance, intention to create a legal relationship, and consideration. In a digital context, the form and manner of acceptance can be unconventional. SWT’s representative drew up a standard contract, signed it with wet ink, took a photo of the signed contract using a mobile phone, and texted it to Achter along with the words “please confirm flax contract.” In response, Achter replied with an emoji. The key question before the court was whether this emoji could be considered a valid signature under the Canadian Sale of Goods Act.

The Court ultimately ruled in favour of SWT, stating that, in these unique circumstances, the emoji served the dual purposes of a signature: identifying the signatory (Achter using his specific mobile phone number) and conveying Achter’s acceptance of the flax contract. The case’s significance lies in the recognition of emojis as a non-traditional means of “signing” a document.

While emojis may seem informal, the court’s decision highlights the adaptability of contract law to modern communication methods. It reaffirms that contracts can be formed through electronic means, even when traditional signatures are absent. This case may have set a new legal precedent to accommodate digital business, whereby emojis, once seen as mere symbols of emotion, can now play a crucial role in contract law, emphasising the importance of clear and concise communication in modern business dealings.

For a full reading of the case, see here.

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