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Thumbs Up or Thumbs Down? How an Emoji Changed Contract Law

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Imagine this: You’re buying something big, maybe a car. After some discussion, the seller sends you a photo of the written agreement. You reply with a “thumbs-up” emoji. Most of us would see this as a casual gesture of acknowledgment. But in a recent Canadian court case, that single emoji was deemed enough to finalize a contract.

In a groundbreaking decision, the King’s Bench for Saskatchewan determined that a simple “thumbs-up” emoji can carry the weight of a legally binding agreement, leading to an award of over $82,000 in damages for breach of contract. This case, titled South West Terminal Ltd v Achter Land & Cattle Ltd, marks a significant moment in the ongoing adaptation of contract law to contemporary digital communication.

South West Terminal Ltd (SWT) and Achter Land & Cattle Ltd have shared a longstanding business relationship. On March 26, 2021, following a flax contract advertisement by SWT, the two entities negotiated terms. SWT’s representative drafted the contract and upon signing, sent a picture of the document via text to Chris Achter, representative of Achter Land & Cattle Ltd. His reply? A simple “thumbs-up” emoji. However, no flax was delivered by the stipulated date, leading SWT to seek legal recourse.


The crux of the dispute hinged on the interpretation of that emoji. SWT maintained it was an acceptance of the contract’s terms, while Achter viewed it as merely an acknowledgment of receipt. The historical context proved pivotal. Previously, Achter had affirmed agreements using terms like “ok”, “yup”, or “looks good.” Given this precedent, the Court surmised a reasonable observer would view the emoji as an affirmative response.

The Court dismissed concerns about potential ambiguities with other emojis and emphasized that adapting to technological advancements is paramount. In essence, the court cannot, and should not, attempt to fight the tide of technology and its common usage.

The Implications

The significance of this case reverberates beyond the specific transaction and into the broader implications of contract law’s interaction with modern technology. Historically, contract law has demonstrated adaptability. As societies transitioned from oral to written agreements, from wax seals to ink signatures, and from parchment to electronic documents, the essence of what constitutes an agreement has evolved. This case builds upon this tradition of adaptability.

Key determinants in this judgment were:

1. Existence of Previous Contracts: Prior communications and transactions between the parties established a pattern. The emoji, though non-traditional, aligned with their previous modes of contract acceptance.

2. Legal Adaptability to Technology: From physical signatures to digital indications of agreement, the law has evolved. The thumbs-up emoji, in the context of this case, met the dual purpose of a signature: identification and acceptance.

3. Embracing Modern Communications: The Court’s forward-thinking stance exemplifies an understanding of the evolving nature of communications. As technology continues to advance, the judicial system will likely face novel situations requiring flexible interpretations.

In a landmark decision, the court declared that the emoji did count as agreeing to the contract. It might sound funny, but with $82,000 at stake, it’s clear that emojis aren’t just for fun chats anymore!

While this case presents an intriguing evolution in contract law, caution is warranted. Relying on emojis, or other non-traditional means, to enter into contracts can be fraught with uncertainty. Context matters. Here, the parties’ history and prior communications were vital in the interpretation. Without such context, the outcome might differ.

That said, the case serves as a reminder of the ever-evolving landscape of contract law. As digital communication becomes increasingly ubiquitous, both the courts and commercial entities need to be prepared. The “thumbs-up” emoji might just be the beginning.

While this case is from Canada, international courts, including those in Australia, might look at this precedent when making their own decisions. That means what happens in one country’s courtrooms could shape the rules in another country.

Considering the weight emojis can now carry in legal matters, the next time someone sends you a “thumbs-up” emoji, especially in a business convo, maybe double-check what they mean. A quick “Are we good to go?” or “Just confirming, is that a yes?” might just save you from a world of emoji confusion! Whether you’re a businessperson or just texting friends, it’s good to remember that sometimes an emoji can say a thousand words… or in this case, confirm a big money deal!


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