Canadian Court Recognizes “Thumbs Up” Emoji as Contract Acceptance
On June 8, 2023, the Court of King’s Bench for Saskatchewan in Canada issued a groundbreaking ruling, stating that the “👍” emoji could constitute acceptance of the terms of a sales agreement. The court considered this emoji as an unconventional but valid way of signing a contract, while also identifying the signatory through a mobile phone number used for expressing acceptance.
What Led to the Dispute? The case involved South West Terminal Ltd (the Buyer) and Achter Land & Cattle Ltd. (the Seller), who had a long-standing business relationship dating back to around 2012. During their collaboration, the Buyer purchased various grains and crops from the Seller. On March 26, 2021, a representative of the Buyer sent a text message to two representatives of the Seller, making an offer to purchase flax from Achter on behalf of South West Terminal Ltd. After receiving this text message, both representatives of the Seller engaged in a phone call with a representative of the Buyer to discuss the terms of the flax sale transaction. Subsequently, the Buyer’s representative drafted a sales agreement document, manually signed it, took a picture of the prepared agreement, and sent it to one of the Seller’s representatives, asking for confirmation of the sale of flax. The Buyer’s representative received a response in the form of a single “thumbs up” emoji 👍.
According to the Buyer, the “👍” emoji signified the Seller’s acceptance of the agreement’s terms and their obligation to deliver 87 tons of flax in November 2021 at a price of $669.17 per ton to the Seller. On the other hand, the Seller argued that the “👍” emoji merely confirmed receipt of the message from the Buyer and did not constitute acceptance of the contract’s terms. In the Seller’s view, the contract was incomplete as it lacked a crucial force majeure clause, which was significant because the contract pertained to a crop that had not yet been sown, and the Seller wanted protection in case of adverse natural events affecting the crop.
Court’s Assessment In its ruling on June 8, 2023, the court emphasized that the essential requirement for forming a contract is the submission of an offer by one party and its subsequent acceptance by the other party. The court also highlighted that for legal purposes, what matters is not whether the parties genuinely believed they were entering into a contract but whether a reasonable, objective observer would conclude that the parties had indeed formed a contract. According to the court, in the circumstances of this case, responding to an offer with a “thumbs up” emoji, given the background of prior transactions between the parties, objectively indicated the formation of a contract.
The court’s decision underscores the importance of clear communication between parties, and in the realm of electronic expressions of acceptance, it recognizes that acceptance in electronic form can take the form of seemingly innocuous means like emojis.
Relevance to Polish Legal Regulations In the context of Polish law, the decision aligns with Article 60 of the Polish Civil Code, which allows the will of a person performing a legal act to be expressed through any conduct that sufficiently reveals their intent, including electronic forms. Furthermore, Article 772 of the Polish Civil Code specifies the documentary form of a legal act, stating that to meet this form, a declaration of intent must be made in writing in a manner that allows for identification of the person making the declaration. Importantly, a document is defined as an information carrier that enables the content to be reviewed multiple times.
Considering this broad definition, an expression of intent in the form of an image, sound, or, indeed, an emoji could satisfy the requirements of Polish law, provided it is stored in a digital format that enables repeated examination. As for whether the “thumbs up” emoji could constitute an affirmative expression of intent, it would be affirmative in the context of Article 60 of the Polish Civil Code, as any conduct revealing one’s will can be considered an expression of intent. Thus, within the appropriate context, a well-established and clearly understood emoji, such as the “👍” thumbs up, could indeed signify acceptance of contract terms under Polish law.