Canadian Court Rules a Thumbs-Up Emoji Counts as a Contract Agreement

The judgment highlighted a situation acknowledged by a judge as the "emerging state of affairs in Canadian culture" that the legal system would encounter as a growing number of individuals communicate their thoughts and feelings through the use of thumbs up, hearts, and smiling emojis.

Take caution before you casually send another approving emoji: A court in Canada has determined that the widely-used symbol can be considered as an official acknowledgment of entering into a legally binding agreement.

The decision highlighted the fact that judges must now face a "fresh perspective in Canadian culture" where individuals are increasingly utilizing hearts, smiley faces, and fire emojis to convey their thoughts and emotions, even within significant professional or personal conflicts.

The situation involved a farmer in Saskatchewan who was being asked if he had agreed to sell 87 metric tons of flax to a grain purchaser in 2021. The purchaser had formally agreed to the terms and sent a picture of the contract to the farmer, who reciprocated by responding with a "thumbs-up" emoji via text message.

According to the decision, farmer Chris Achter argued that the "thumbs-up emoji merely acknowledged the receipt of the flax contract" and did not imply his acceptance of the deal's terms. He clarified that he interpreted the message as an indication that the "full contract would be sent later via fax or email for me to carefully examine and sign."

Kent Mickleborough, the individual purchasing the grain, highlighted that when he sent a picture of the agreement to Mr. Achter's mobile phone, he had included the message "Kindly verify the flax contract." Consequently, when Mr. Achter responded with a thumbs-up emoji, Mr. Mickleborough comprehended it as Mr. Achter giving his consent to the contract, interpreting it as his unique method of indicating agreement.

The judge acknowledged that Mr. Achter and Mr. Mickleborough had a long-established business connection, and previously, whenever Mr. Mickleborough sent Mr. Achter contracts regarding durum wheat via text, Mr. Achter would reply shortly with messages like "seems fine," "alright," or "yes."

Both sides clearly grasped that these concise replies were intended to confirm the agreement and were "not just an acknowledgment of receiving the agreement," as expressed by Justice T.J. Keene of the Court of King's Bench for Saskatchewan. Furthermore, on each occasion, Mr. Achter fulfilled his part of the bargain by supplying the expected amount of grain and receiving payment in return.

So, Justice Keene made a decision recently stating that there was a legitimate agreement between the individuals involved, and Mr. Achter violated it by not fulfilling his obligation to provide the flax. The judge mandated that Mr. Achter must compensate for the loss with a sum of 82,200 Canadian dollars, approximately equivalent to $61,000.

"This court acknowledges without hesitation that using a thumbs up emoji is an unconventional method of 'signing' a document. However, in this particular situation, it was deemed acceptable in order to achieve the two main objectives of a 'signature' - to confirm the person behind it as Mr. Achter, as he was texting from his cellphone number, and to demonstrate Achter's agreement to the flax contract," expressed Justice Keene.

Justice Keene determined his verdict by referring to the definition of the thumbs-up emoji provided on dictionary.com. According to this source, the thumbs-up emoji is commonly utilized in digital communications to convey consent, support, or motivation, primarily in Western societies.

"I cannot be certain of its credibility, but this appears to align with what I have grasped through my regular utilization, despite being a recent adopter of technology," Justice Keene expressed.

During a conversation on Thursday, Mr. Achter expressed clear dissent towards the ruling and chose not to elaborate on his viewpoint. An email requesting a comment from his attorney, Jean-Pierre Jordaan, was sent but remained unanswered at the time.

Based on the decision, Mr. Jordaan expressed concerns that permitting a thumbs-up emoji to indicate acceptance of a contract would create an opportunity for various lawsuits seeking clarification on the interpretation of additional emojis, like a handshake or a clenched fist.

Josh Morrison, a colleague at the legal company that represented Mr. Mickleborough, chose not to provide any remarks regarding the verdict, yet mentioned in an interview with Canadian Lawyer magazine that it was a "fascinating case - a traditional query studied in law school."

Laura E. Little, an esteemed faculty member at Temple University Beasley School of Law, hailed the ruling as a significant indicator of our evolving communication landscape, where even an emoji can serve as a powerful instrument to validate a contractual agreement.

According to Julian Nyarko, a faculty member at Stanford Law School, determining whether a contract has been agreed upon hinges on how an average person would understand the indications made by both parties involved. In certain scenarios, a spoken agreement can be considered satisfactory, he indicated.

"The vast majority of people, in most cases, would interpret a thumbs-up emoji as a clear indication that the individual endorsing it wants to proceed with the contract," Professor Nyarko explained. "This aligns perfectly with the legal principles established by the courts."

However, the exact interpretations of emojis will continue to be an unresolved matter in the United States and Canada, varying depending on the specifics of each situation, according to Eric Goldman, a professor of law and co-director of the High Tech Law Institute at Santa Clara University School of Law.

According to Professor Goldman, who has documented 45 legal decisions in America that mention the thumbs-up emoji, he observed that certain youths employ this emoji in a facetious or insincere manner. Alternatively, some individuals employ it simply to indicate that they have received a message, similar to a verbal acknowledgment. Additionally, in certain countries within the Middle East, he highlighted that this symbolic gesture is considered offensive.

"This particular lawsuit will not ultimately settle the interpretation of a thumbs-up emoji," Professor Goldman stated, "however, it does serve as a strong reminder that utilizing the thumbs-up emoji can carry significant legal ramifications."

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Canadian Court Decides That Using a Thumbs-Up Emoji Signifies Agreement in a Contract