Emojis in Court: Decoding Digital Agreements Through a Thumbs-Up 👍

South West Terminal Ltd v Achter Land & Cattle [2023] SKKB 116

EMOJI as signatures

In an interesting digital dance between Achter Land and Cattle (Achter) and South West Terminal (SWT), a twist in their longstanding 5-year business relationship emerged.

In March 2021, SWTs representative texted Achter a contract for 87 tonnes of flax with a request for confirmation – Achter responded with a jaunty thumbs-up emoji (👍). Inevitably, a dispute arose about whether the contract was binding or not. SWT argued the emoji signified acceptance of the contract, while Achter claimed it was just an acknowledgment of receipt of the offer. The case landed in the Court of the King’s Bench for Saskatchewan, where the emoji’s essence was dissected by the Court as to whether it was “assent, approval, or encouragement.”

The verdict? The emoji was akin to the prior “okays” and “yups”, a virtual nod to customary practice. Although, this decision is not binding in Australia, it does remain persuasive in the case a similar scenario arises. The Court declared consensus, and the digital 👍 sealed the deal, proving that even in modern contracts, a thumbs-up speaks volumes.

Canadians Embracing the art of emoji-based communication

The Court focused on the principles of contract formation – was there an offer made by one party that was accepted by the other party with the intention of forming a legally binding relationship supported by consideration?  The Court also considered whether the (👍) emoji complied with the legislation, specifically the Sale of Goods Act (Canada) which requires a written contract and the Electronic Information and Documents Act which requires a form of electronic acceptance.

The Court ruled that sending the first page of the contract via text met the written contract requirement. The (👍) emoji qualified as electronic acceptance under law. Importantly, the Court found that the parties had a long-standing relationship where other contracts were accepted by Achter with casual texts like “looks good” and “ok”.

The argument that an actual signature is essential was acknowledged by the Court, however, it found emojis like (👍) valid in this context. Concerns about floodgates of emoji interpretations arose but were sharply dismissed. The case highlighted the evolution of contract law due to technology. The Court’s decision embraced both traditional principles and practical implications of technology by recognising emojis as part of the new reality. The Court’s decision hinged on prior communications and contractual practices. While not usual, the case is relevant for those engaging in short-form text or online commerce contracts.

This case highlights the importance of communication and the way words, or in this case emojis, can be interpreted by other people.  Keep this in mind next time you are negotiating a contract and remember that acceptance may be done informally.

Do you think this will have a significant effect in Victorian Courts?  

In Victoria, the Electronic Transactions (Victoria) Act (ETA) allows electronic signatures where the method used to electronically sign a document can identify the person signing, it is reliable, and the parties have consented to electronic execution. So, whilst this judgement has been made in a foreign jurisdiction, it may be persuasive in court cases should similar circumstances arise in Victoria.