Court declares “thumbs-up(👍)” emoji valid acceptance in contracts
The King’s Bench for Saskatchewan, a Canadian Superior Court, has recently ruled that a “thumbs up (👍) ” emoji can convey acceptance of contractual terms.
In the case of South-West Terminal Ltd v Achter Land & Cattle (2023) SKKB 116, South-West Terminal (SWT) initiated a cause of action for breach of contract after Achter Land and Cattle (Achter) failed to deliver on order for flax that was expected at the end of November 2021. The flax was never delivered and SWT argued that there was a contract between them and Achter by virtue of the representative of Achter, acquiescing to deliver by sending a 👍emoji in response to a photograph of a contract for the purchase of the flax.
For context, the parties had been in a buyer-seller relationship for over five years. It was normal practice for SWT’s representative to draft the contracts and text a photograph of the signed version to Achter’s representative. The representative with often accept such contracts with short phrases such as “looks good” or “ok” or “yup”. In this instance, the representative replied with a 👍.
The argument fronted by SWT was that the thumbs up emoji showed acceptance, one of the elements of an enforceable contract. Achter’s counter was that the emoji was only meant to signify that the contract had been received and not accepted.
The Court agreed with SWT and applied the common law doctrine of the man on the Clapham omnibus also known as the reasonable man test. This test involves assessing whether a person’s actions or decisions were reasonable under the circumstances, without considering their personal characteristics or subjective intentions. It is an objective standard meant to ensure fairness and consistency in legal analysis.
The court determined that the 👍 emoji was analogous to the previous short replies sent by Achter’s representatives when accepting the contract. Further, the court stated that the thumbs up emoji from an informed objective bystander would be taken to mean acceptance.
This case is a practical use scenario of the nexus between traditional legal principles and the issues presented by modern day technology. Despite, emojis not being the conventional way of accepting contracts, it is interesting to see the courts consider ordinary uses of modern technology in a bid to keep up with evolution of the times.
If you have any queries relating to the above or any aspect of litigation, please do not hesitate to contact James Wairoto. Please note that this e-alert is meant for general information only and should not be relied upon without seeking specific subject matter legal advice.September 1, 2023