The Court of King’s Bench in the province of Saskatchewan, Canada was recently called upon to determine a contractual dispute between a grain buyer and seller which centred on whether a valid contract was executed as a result of a thumbs up emoji.
The purchaser sent a mass text message to potential sellers in March 2021, advising that his company was looking to buy 86 tonnes of flax at a price of $17 per bushel. He later spoke with a farmer and grain seller, over the phone and subsequently texted a photo of a contract he had signed for the delivery to be received in November. He then asked the farmer to “please confirm flax contract” in the message.
The farmer responded with a thumbs-up emoji. However, he failed to deliver the flax in November – and by that time, prices for the crop had increased.
The Judge’s Ruling
In Court, presiding Justice Timothy Keene summarised the dispute. “The parties disagree as to whether there was a meeting of minds which is the basis of a contractual obligation. A contract is only formed where there is an offer by one party that is accepted by the other with the intention of creating a legal relationship and supported by consideration”.
Much of the case centred around the “context” and “meaning” of the use of the emoji. The seller cited previous contracts confirmed by text message, suggesting the emoji meant confirmation and agreement to the terms of contract.
The farmer, however, argued that the emoji indicated only that he had received the contract in the text message. He was adamant that he was simply agreeing that he would review the contract at a later date.
The Judge ultimately ruled the emoji as a valid signature to the contract and ordered the farmer to pay $61,442 AUD for breach of contract.
Green and Associates
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