Be careful before you lightly send another emoji thumbs up: a Canadian court has ruled that the ubiquitous symbol can claim that a person officially signs a contract.

The decision highlights what the judge called the “new reality of Canadian society,” which the courts will have to deal with as more and more people use hearts, smiley faces and fire emoticons to s ‘express, even in the event of serious business or personal disputes.

The case was about whether a Saskatchewan farmer had agreed to sell 87 tonnes of flaxseed to a grain buyer in 2021. The buyer had signed the contract and sent a photo to the farmer, who responded with a “thumbs up” emoji.

The farmer, Chris Achter, claimed that the “thumbs up emoji only confirmed that I had received the flaxseed contract” and was not confirmation that I agreed to its terms, according to the opinion. He said he understood the text to mean that “the completed contract will be faxed or emailed to you later for your review and signature.”

Grain buyer Kent Mickleborough said that when he texted the picture of the contract to Buyer’s phone, he had written: “Please confirm the flaxseed contract.” So when Achter responded with a thumbs up emoji, Mickleborough said that he had understood that Achter was “accepting the contract” and that it had been “his way” of signing it.

The judge noted that Achter and Mickleborough held a long business relationship and that in the past when Mickleborough had sent Achter contracts for durum wheat, Achter had responded with a terse “good”, “agreed” or “yes”.

According to Justice TJ Keene of the King’s Court in Saskatchewan, both parties understood without a doubt that these concise answers were a confirmation of the contract and “not just an acknowledgment of receipt of the contract” by Asher. And each time, Achter had delivered the grain as scheduled and had been paid.

So Keene determined last month that a valid contract existed between the parties and that Achter breached that agreement by not delivering the flaxseed. The judge ordered Achter to pay damages in the amount of CAN$82,200, which is equivalent to US$61,000.

“This court recognizes that an emoji of 👍 it’s a non-traditional way to “sign” a document; however, in these circumstances it was a valid way of conveying the two purposes of a “signature”: identify the signer” as Achter, because he was sending text messages from his cell phone number, and to “convey Achter’s acceptance of the flaxseed contract,” Keene wrote.

In posting the review, Keene quoted Dictionary.com’s definition of the thumbs-up emoji: “used to express assent, approval, or encouragement in digital communications, especially in Western cultures.”

“I’m not sure of the authority of this definition, but it seems to fit my understanding in everyday use, even as a newcomer to the tech world,” Keene wrote in her ruling.

In an interview Thursday, Achter said he “of course” disagrees with the decision and declined to comment further. His attorney, Jean-Pierre Jordaan, did not immediately respond to an emailed request for comment.

According to the sentence, Jordaan warned that allowing a thumbs-up emoji means you accept a contract. It would ‘open the doors’ to all sorts of cases in which courts are asked to define the meaning of other emojislike a handshake or a fist.

Josh Morrison, a partner at the law firm which represented Mickleborough, declined to comment on the decision, but told the Canadian magazine lawyer that it was a “really interesting case, a typical law school subject”.

Laura E. Little, a professor at Temple University Law School, called the decision “an extraordinary sign of the new world of communication when emoji can function to activate the mechanism of creating a contract.”

Julian Nyarko, an adjunct professor at Stanford University School of Law, said the legal test of an agreement to a contract focuses on how a reasonable person would interpret the signals given by both parties, adding that in some cases, a verbal agreement was sufficient.

“In most cases, a reasonable person, if they see a thumbs-up emoji, would think the person sending it wants the contract,” Nyarko said. “That fits pretty well with the legal doctrine that the courts have established.”

Even so, the precise meaning of the emojis will remain an open question in the United States and Canada, depending on the facts of each case, said Eric Goldman, law professor and co-director of the High-Tech Law Institute at Santa Clara University School of Law.

Goldman, who counted 45 court decisions in the United States referring to the thumbs-up emoji, noted that some young people use emoji in a sarcastic or insincere way. Others simply use it to acknowledge a message, like a verbal “uha”. In some Middle Eastern countries, he said, the gesture is offensive.

“This case won’t definitively settle what the thumbs-up emoji means,” Goldman said, “but it does remind people that using this emoji can have serious legal consequences.”

© The New York Times 2023

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