Extract from Josh Morrison, Danielle Graff, Kristél Kriel, Michael Marschal, and Jeremy Barber’s article “Court Finds “Thumbs-Up” Emoji Can Constitute an Electronic Signature”
A recent decision from the Court of King’s Bench for Saskatchewan (“the Court”) may lead to some businesses thinking twice before using emojis.
On June 8, 2023, the Court granted a summary judgment decision in favour of a grain buyer (“the Buyer”), after concluding that a thumbs-up (👍) emoji constituted acceptance of a contract.
The facts
After discussing and agreeing to a flax contract over the phone, a representative for the Buyer texted the representative for the grain seller (the “Seller”) a photo of the flax contract on March 26, 2021, along with the text message: “Please confirm flax contract.” The Seller’s representative texted back a thumbs-up emoji, which the Buyer understood to be the Seller’s acceptance of the contract. However, the Seller failed to deliver the flax.
Prior to the dispute, the parties had a longstanding business relationship. They had previously entered into a number of similar contracts in a similar manner, with a photo of the contract being texted to the Seller, which would then be accepted via text message. The Seller had always accepted those contracts by text message using short affirmative phrases such as: “Looks good,” “OK,” and “Yup.”
