Can we use emojis to sign contracts? - Spoiler: 👍

[HenrySalayne]

Summary

A Canadian cooperative sent an digital contract for the delivery of flax to a farmer and asked for confirmation. The farmer acknowledged the message with an thumbs up emoji but did not deliver any grain. A judge ruled that the farmer agreed on the contract and he has to pay 82,200 CAD in damages to the cooperative.

Quotes

Quote

According to court records, a cooperative employee drafted a contract that listed “Nov.” as the delivery period, signed it, and took a photo of it on his cellphone. He then sent it to Achter, along with the phrase “Please confirm flax contract.” In response, Achter texted back a thumbs-up emoji.

However, the grain never arrived, prompting the cooperative to sue for breach of contract and insist that the emoji constituted an agreement.

In a deposition, Achter countered that he had not meant the emoji to function as a signature.

“I confirm that the thumbs-up emoji simply confirmed that I received the flax contract,” Achter said. “It was not a confirmation that I agreed with the terms of the Flax Contract. The full terms and conditions of the Flax Contract were not sent to me, and I understood that the complete contract would follow by fax or email for me to review and sign.”

Achter added that he regularly texted back and forth with the salesperson, and many of those texts were informal. As supporting evidence, he presented texts showing a joke that the salesperson had previously sent him.

Quote

In a June 8 opinion that was itself peppered with the little yellow “thumbs-up” emoji, Saskatchewan judge T.J. Keene ruled that a farmer’s emoji response to a contract sent by a grain cooperative did qualify as agreement on the contract terms. He ordered the farmer to pay 82,200 Canadian dollars ($61,000) in damages.

 

My thoughts

I don't think contracts should be legally binding if one party uses a thumbs up emoji. That's in general a terrible decision by the court. However, the farmer agreed to contracts in the past by responding with "looks good", "ok" or "yup" and then delivered the grain. It was IMHO more action implying intention than a basis for a legally binding contract.

 

Sources

https://www.washingtonpost.com/business/2023/07/07/thumbs-up-emoji-contract-canada/

https://www.nytimes.com/2023/07/07/world/canada/canada-thumbs-up-emoji-contract.html

https://www.theguardian.com/world/2023/jul/06/canada-judge-thumbs-up-emoji-sign-contract

[YellowJersey]

Canadian lawyer here. I can see it making sense. In order to accept an offer to form a legally binding contract, the offeree must signal acceptance. For valid acceptance to occur, it must be something that a reasonable person would take as acceptance. Giving a thumbs up to an offer makes sense then for valid acceptance. I mean, if I said, "I'll sell my table to you for $200, how does that sound?" (this would likely be construed as an offer) and you replied with a thumbs-up emoji, it would be reasonable for me to think you had accepted my offer and agreed to buy the table for $200.

[OhioYJ]

I think what got the farmer in trouble was his past history of agreeing to contracts in the past in such a casual manner.

 

A signature doesn't need to be a traditional "signature." He essentially placed his mark on the contract with the emoji in this case.

[Quackers101]

the only issue around emojis is that some hand signals can mean different things for different people or cultures?
but agree that some would likely mean the thing and would be the same or similar to a written statement, like "ok" or "good".

[ravenshrike]

A more in depth explanation.

 

www.youtube.com/watch?v=qBDskB84_r0

 

 

[Brooksie359]

4 hours ago, YellowJersey said:

Canadian lawyer here. I can see it making sense. In order to accept an offer to form a legally binding contract, the offeree must signal acceptance. For valid acceptance to occur, it must be something that a reasonable person would take as acceptance. Giving a thumbs up to an offer makes sense then for valid acceptance. I mean, if I said, "I'll sell my table to you for $200, how does that sound?" (this would likely be construed as an offer) and you replied with a thumbs-up emoji, it would be reasonable for me to think you had accepted my offer and agreed to buy the table for $200.

I don't think that is the same thing. Seeing as you could easily interpret his thumbs up emoji to be confirmation that he received the contract and not that he agreed. As a matter of law you really should have to sign a contract and not have someone be able to misinterpret your emoji as saying yes to a contract. Tbh I don't even think verbal agreements shouldn't work either. I mean how hard is it to just get people to sign a contract. I mean now are we supposed to make sure that everything we say and send couldn't be misinterpreted as agreeing to a contract? I feel like it would be much easier for everyone involved if a signature was required. I really don't see how this benefits anyone. 

[YellowJersey]

40 minutes ago, Brooksie359 said:

I don't think that is the same thing. Seeing as you could easily interpret his thumbs up emoji to be confirmation that he received the contract and not that he agreed. As a matter of law you really should have to sign a contract and not have someone be able to misinterpret your emoji as saying yes to a contract. Tbh I don't even think verbal agreements shouldn't work either. I mean how hard is it to just get people to sign a contract. I mean now are we supposed to make sure that everything we say and send couldn't be misinterpreted as agreeing to a contract? I feel like it would be much easier for everyone involved if a signature was required. I really don't see how this benefits anyone. 

 Well, whether you like it or not, that's what the law is. I'm not here to say if that's right or wrong (there are plenty of abhorrent laws out there), I'm merely here to explain the legal basis for the court's decision. Very few contracts actually require a signature to be valid. When you buy something at the store, simply bringing the items to the till is making an offer and the cashier taking payment is accepting the offer. That's a valid contract under Canadian contract law. No words even need to be exchanged.

[Brooksie359]

2 minutes ago, YellowJersey said:

 Well, whether you like it or not, that's what the law is. I'm not here to say if that's right or wrong (there are plenty of abhorrent laws out there), I'm merely here to explain the legal basis for the court's decision. Very few contracts actually require a signature to be valid. When you buy something at the store, simply bringing the items to the till is making an offer and the cashier taking payment is accepting the offer. That's a valid contract under Canadian contract law.

I have no idea how contract law works in Canada and honestly I don't care if they want to have some backwards system. From what I know if someone is giving a written document like they did in this case you would typically have to sign the document as that was the format it was received as or you can esign. Also even in the cases where text are permitted to be used as acceptance of a contract there is a requirement for the text to be very clear. Something like yes I agree. I don't think ok would suffice and definitely not an emoji for obvious reasons that I guess Canada doesn't care about. 

[YellowJersey]

2 minutes ago, Brooksie359 said:

I have no idea how contract law works in Canada and honestly I don't care if they want to have some backwards system. From what I know if someone is giving a written document like they did in this case you would typically have to sign the document as that was the format it was received as or you can esign. Also even in the cases where text are permitted to be used as acceptance of a contract there is a requirement for the text to be very clear. Something like yes I agree. I don't think ok would suffice and definitely not an emoji for obvious reasons that I guess Canada doesn't care about. 

American contract law is very similar. This is pretty basic contract stuff that's more or less universal across the common law world (UK, Canada, Australia, NZ, and, yes, even 'murica)

 

[HenrySalayne]

6 hours ago, YellowJersey said:

Canadian lawyer here. I can see it making sense. In order to accept an offer to form a legally binding contract, the offeree must signal acceptance. For valid acceptance to occur, it must be something that a reasonable person would take as acceptance. Giving a thumbs up to an offer makes sense then for valid acceptance. I mean, if I said, "I'll sell my table to you for $200, how does that sound?" (this would likely be construed as an offer) and you replied with a thumbs-up emoji, it would be reasonable for me to think you had accepted my offer and agreed to buy the table for $200.

For a $200 table this might be fine. For anything above a certain monetary threshold it is plainly wrong to accept this form of ambiguity. The intention of both parties should be clear, which a simple emoji certainly wasn't. In this case it should be the obligation of the party making the offer to ask for clarification. It's in their interest.

 

I'm also very sceptical about the court claiming prerogative of interpretation for the meaning of the emoji. Even with the history of short acknowledgements to confirm contracts there is plausible deniability about the intention of the emoji. Penalizing the farmer for the interpretation of his statement by the other party doesn't seem right. Generally speaking, any ambiguity should not be seen as a contract being confirmed. Any doubt about the intentions of the parties should nullify the contract.

[YellowJersey]

15 minutes ago, HenrySalayne said:

For a $200 table this might be fine. For anything above a certain monetary threshold it is plainly wrong to accept this form of ambiguity. The intention of both parties should be clear, which a simple emoji certainly wasn't. In this case it should be the obligation of the party making the offer to ask for clarification. It's in their interest.

 

I'm also very sceptical about the court claiming prerogative of interpretation for the meaning of the emoji. Even with the history of short acknowledgements to confirm contracts there is plausible deniability about the intention of the emoji. Penalizing the farmer for the interpretation of his statement by the other party doesn't seem right. Generally speaking, any ambiguity should not be seen as a contract being confirmed. Any doubt about the intentions of the parties should nullify the contract.

While it'll be of little comfort to the farmer, now we have a precedent to answer the question, so in the event something similar happens in the future, we know (and are expected to know) what the court will say. And, knowing a few cases, this is fairly in-line with how the court has treated previous ambiguities (the common law legal system striving for "similar cases = similar outcomes" via precedent). I can think of one case involving a crane, for example, that seems very consistent with the court's thinking here.

It's important to note that the rules don't change based on the value of the contract. (whether that's right or wrong is not why I'm here. I'm here to tell you how it is, not how it should be) Whether you're putting 20 cents into a gumball machine or buying $10,000,000 worth of equipment; the same rules apply to both contracts.

 As I said with my learned friend, Brooskie, I'm not here to say that the court came to the right moral conclusion. I'm just saying I can see the court's thought process, the logic that led them to this decision. Whether that was the right decision, well, everyone's going to have their own opinion on that.

 I'm merely someone who knows a thing or two about how all this works and trying to shed some light on how the court came to this decision for those who are blessed enough to bask in the blissful darkness of ignorance.

[Mihle]

The conclusion I would have expected from that. Same thing would have happened here in Norway.

[HenrySalayne]

30 minutes ago, YellowJersey said:

As I said with my learned friend, Brooskie, I'm not here to say that the court came to the right moral conclusion. I'm just saying I can see the court's thought process, the logic that led them to this decision. Whether that was the right decision, well, everyone's going to have their own opinion on that.
 I'm merely someone who knows a thing or two about how all this works and trying to shed some light on how the court came to this decision for those who are blessed enough to bask in the blissful darkness of ignorance.

My ranting shouldn't be seen as "the court made a mistake" but more of "this should not be the reality". This is something courts can't fix but the legislator.

 

What does consumer law say about contracts? EU consumer law is very strict how legally binding contracts have to be agreed upon, while general contract law is quite open about it. In general, ambiguity and therefore a lack of due diligence would almost certainly rule out one party being paid for damages by the other party.

[Sauron]

3 hours ago, Brooksie359 said:

I don't think that is the same thing. Seeing as you could easily interpret his thumbs up emoji to be confirmation that he received the contract and not that he agreed. As a matter of law you really should have to sign a contract and not have someone be able to misinterpret your emoji as saying yes to a contract. Tbh I don't even think verbal agreements shouldn't work either. I mean how hard is it to just get people to sign a contract. I mean now are we supposed to make sure that everything we say and send couldn't be misinterpreted as agreeing to a contract? I feel like it would be much easier for everyone involved if a signature was required. I really don't see how this benefits anyone. 

What's special about a signature that makes is sufficient to seal a contract while no other form of acknowledgement will do? Usually the point is to guarantee that it was you who agreed to the contract, if that can be done through other means (i.e. by receiving a message from your phone, something the farmer didn't dispute as far as I can tell) then there's no need for it to be a signature specifically.

 

Could it have been a simple mistake? Sure, but then the farmer should have been more careful in his business dealings... imagine you were the one who ordered and needed the flax, sent a contract and all you got back was a "" or "ok" as you had multiple times before where the flax did arrive, what are you supposed to think? Maybe it should be required to be more intentional with this stuff but consider that in this case if that had been the law the receiving company would have been in its right not to pay the farmer for previous delivery since no contract was signed.

[YellowJersey]

42 minutes ago, HenrySalayne said:

My ranting shouldn't be seen as "the court made a mistake" but more of "this should not be the reality". This is something courts can't fix but the legislator.

 

What does consumer law say about contracts? EU consumer law is very strict how legally binding contracts have to be agreed upon, while general contract law is quite open about it. In general, ambiguity and therefore a lack of due diligence would almost certainly rule out one party being paid for damages by the other party.

 EU law is generally beyond my knowledge and tends to work very differently, but I generally understand EU consumer laws to be far more strict. That said, this doesn't strike me as a consumer contract. This was a business-to-business contract, in which case, I don't think consumer law would apply anyway. As for whether the thumbs-up was ambiguous and whether the co-operative should have sought further clarification, that's going to be a matter of opinion. I personally don't think it was ambiguous, but my thinking is probably going to be more skewed towards seeing things the way the court did.
 

35 minutes ago, Sauron said:

What's special about a signature that makes is sufficient to seal a contract while no other form of acknowledgement will do? Usually the point is to guarantee that it was you who agreed to the contract, if that can be done through other means (i.e. by receiving a message from your phone, something the farmer didn't dispute as far as I can tell) then there's no need for it to be a signature specifically.

 

Could it have been a simple mistake? Sure, but then the farmer should have been more careful in his business dealings... imagine you were the one who ordered and needed the flax, sent a contract and all you got back was a "" or "ok" as you had multiple times before where the flax did arrive, what are you supposed to think? Maybe it should be required to be more intentional with this stuff but consider that in this case if that had been the law the receiving company would have been in its right not to pay the farmer for previous delivery since no contract was signed.

 TBH, a signature isn't all that special. There is a general misconception that contracts are required to be in writing and require signatures, neither of which is true. As I said above, all that's necessary is clear acceptance of the offer. Here, the dispute was whether the thumbs up constituted clear acceptance and the court said that it did. The court does expect people to 1) Know the law, and, 2) Take steps to protect themselves. "Caveat emptor" is the rule, or, "buyer beware." The standard is generally, "What would a reasonable person interpret the farmer's words/actions to mean?" Who decides what a "reasonable person" would think? Well, that would be the courts.

 Oh, BTW, this isn't legal advice; this is just general information (and I'm limiting myself to what a general business law textbook (not aimed at law students or lawyers; a textbook for the general public) would say). If you have a legal problem or question, don't rely on the information in my posts; consult a licensed and practicing lawyer in your jurisdiction.

[TetraSky]

While it's dumb, I can definitely see it being in agreement with the contract.

For example, 

If you ask your S.O. if they want you to get whatever flavor of fast food they like on your way home and they reply with a thumbs up... It means they want to and agree to it.
Yes this isn't a binding contract, but still the thumbs up being use in a way that says "yes I approve".

Beside, verbal contracts are a thing that have been upheld before, this is no different, other than having actual "proof" of the contract existing with the "agreement" of both parties.

 

Honestly, the moral of the story here is just a "be careful with what you say" and emoji should never be used during negotiations of a contract.

[williamcll]

So do emoji work for digital signatures? I know some people do draw symbols for their signature.

[divito]

17 hours ago, HenrySalayne said:

I don't think contracts should be legally binding if one party uses a thumbs up emoji. That's in general a terrible decision by the court. However, the farmer agreed to contracts in the past by responding with "looks good", "ok" or "yup" and then delivered the grain. It was IMHO more action implying intention than a basis for a legally binding contract.

I don't think contracts should be legally binding if one party uses a signature. A signature, while used for acknowledgement/agreement in a properly worded document, is also used for acknowledgement of having simply read a document, not that you necessarily agree. There is definitely room in improperly prepared documents to be fought with the presence of a signature, and no declamatory statements with that signature. That doesn't mean the court would allow contract termination, but there's still enough there for at least an argument.

 

Plus, "ok" or "yup" are even more ambiguous than a thumbs up. A thumbs up is a literal agreement/approval gesture; it's essentially more acknowledgement than a signature is. It's just less "secure" as you can't prove who actually submitted the emoji.

[PocketNerd]

23 hours ago, ravenshrike said:

A more in depth explanation.

 

www.youtube.com/watch?v=qBDskB84_r0

 

 

1/10, does not contain legal eagle

[Senzelian]

As a German, I'm baffled by the fact that the farmer received the contract in such a form, that he was able to sign it with an emoji. Here you'd be laughed at and would be asked to properly sign the document, which means at least with a proper PDF signing software such as Adobe Reader, but usually, you'd have to print the bloody thing out and sign it with a pen.

 

Sometimes it's great to love in old-school Germany where Fax machines are still the hot new thing.

[Beskamir]

To me, emojis like that often mean "I agree" or "I saw this" not necessarily "I accept".

[ravenshrike]

On 7/8/2023 at 8:14 PM, PocketNerd said:

1/10, does not contain legal eagle

I'm sorry, does anyone actually pay attention to that empty suit?

[Brooksie359]

On 7/8/2023 at 12:34 AM, YellowJersey said:

American contract law is very similar. This is pretty basic contract stuff that's more or less universal across the common law world (UK, Canada, Australia, NZ, and, yes, even 'murica)

 

No it isn't similar. American contract law would never allow a thumbs up emoji to be used as a way to eSign a contract. The biggest point in American contract law is that when esigning the intentions have to be clear otherwise it doesn't count and for good reason. Obviously there are other ways to do eSign like a checkbox for I agree but even with that the point is very clear that if you check the box you agree. Even if they had said that thumbs up emoji means I agree then you could possibly use it to eSign but that would take the ambiguity out of it as it was earlier determined the meaning. Would I feel bad for the person who bought the flax? Yeah but that shouldn't change how contract law works and they should have done due diligence tbh. This is in a hypothetical of this taking place in the US. 

[Zarrotox]

As an American who uses the thumbs up emoji for stuff im preparing to ignore, or dont care about. This reads more as a cautionary tale. 

[Brooksie359]

On 7/8/2023 at 12:03 PM, divito said:

I don't think contracts should be legally binding if one party uses a signature. A signature, while used for acknowledgement/agreement in a properly worded document, is also used for acknowledgement of having simply read a document, not that you necessarily agree. There is definitely room in improperly prepared documents to be fought with the presence of a signature, and no declamatory statements with that signature. That doesn't mean the court would allow contract termination, but there's still enough there for at least an argument.

 

Plus, "ok" or "yup" are even more ambiguous than a thumbs up. A thumbs up is a literal agreement/approval gesture; it's essentially more acknowledgement than a signature is. It's just less "secure" as you can't prove who actually submitted the emoji.

Generally speaking in the place you put your signature there is some wording actually indicating that a signature means you agree to the contract so you wouldn't really get away with that. Honestly if in the contract it said thumbs up emoji meant agreeing to the contract I could see it as being legitimate.