Recently, the Court of King’s Bench in Saskatchewan has held that responding with a 👍 emoji can legally bind an individual to a contract agreement as it informally identifies
the signer and acceptance of a contract. As a result of this informal signage, the court
has ruled that this form of response to a contract falls under Saskatchewan's Sales and Goods Act and is enforceable (South West Terminal Ltd. v Achter Land, 2023).
South West Terminal Ltd. v Achter Land
In the case of South West Terminal v. Achter Land, 2023 SKKB 116, the plaintiff stated
that they had messaged the defendant in March 2021 requesting that an order of flax
seeds be delivered in the fall followed by a contract agreement. The defendant responded to the message with a 👍 emoji however, by fall, the order was never received and crop prices had risen (Texting Thumbs-Up Emoji, 2023).
As a result, a court action was brought against Achter Land for not meeting delivery
obligations to a contractual agreement previously made. The court ultimately found the
defendant at fault for breaching the contract and found that a thumbs up emoji is
acknowledged as an informal acceptance as it validates a signature in two ways:
1. Verifies the signor through a cell phone number; and
2. Verifies the agreement of a contract as the thumbs up conveys acceptance
The breach of contract led to approximately $82,000 of damages that the defendant,
Achter Land, had to pay to the plaintiff, South West Terminal Ltd.
Sales and Goods Act of Saskatchewan
The challenge of deciding whether the response to the contract in this case was valid
was dependent on whether the communication between the two parties met section 6,
“When Enforceable By Action” of Saskatchewan’s Sales and Goods Act (“SGA”). Under
the SGA, if an individual has a contract to sell goods worth $50 or greater, there are a
few ways to ensure that the contract may be enforced if there is a problem:
1. The Buyer must accept and receive part of the goods sold, provide a deposit to
show commitment to contract or make a partial payment unless a written
document or note is signed by the individual purchasing;
2. This is applicable to every contract no matter the availability or delivery date of
such goods; and
3. Acceptance of goods occurs when the buyer acknowledges the existence of the
contract (The Sale of Goods Act, 2020).
The court ultimately concluded in this case that the contract was signed by both parties
and that it fulfilled the criteria of section 6 of the SGA allowing the plaintiff to enforce the contract.
THE TAKEAWAY
While convenient and user-friendly for those communicating via text, it is crucial for
individuals to exercise caution when responding to messages that relate to legal
obligations. Emojis, despite their convenience, can carry implicit meanings that may not
be collectively agreed upon by both parties involved. Therefore, it is essential that
individuals be mindful of the potential misunderstandings and conflict they can cause,
especially in the business world.
We strongly recommend that parties seek legal advice when it comes to questions
arising from or relating to contracts, the formation of contracts and the enforceability of
contracts. If you have any questions, please contact us at (604)-736-9791.
Disclaimer: This article is not intended to serve as, or should be construed as legal
advice, and is only to provide general information. Should you require legal advice for
your particular situation, please get in touch with us. The information for this article was
compiled on July 10, 2023. Any updates made to the article can be found at
dwslaw.ca/articles.