Be Careful with the Thumbs Up: The Perils of Emoji Contract Acceptance

By Jason Filek

In a world where texting has become one of our primary means of communication, the line between casual chats and serious business dealings has blurred faster than you can send a thumbs-up emoji. While it might seem harmless to respond to a contract offer with a cheerful “👍,” you might want to think twice before you hit send. 

Let us explore the whimsical (and sometimes perilous) world of contract

acceptance in the age of emojis!

The Thumbs-Up Case: A Lesson in Emoji Etiquette

Consider the recent Canadian case from the Saskatchewan Court of King’s Bench: South West Terminal Ltd. v. Achter Land & Cattle Ltd. Here, a thumbs-up emoji was sent in response to a text that included a picture of a contract to deliver flax seeds, with a request to “please confirm the flax contract”. The thumbs-up emoji was relied upon by the purchaser, but the flax seeds did not arrive. By that time, the price of flax seeds had increased, and the purchaser sued alleging that the thumbs-up emoji amounted to acceptance of the contract. The court was faced with answering the

question: was the thumbs-up emoji a friendly gesture, or a legally binding acceptance of the contract? The court concluded that it was in fact a legally binding acceptance of the contract!

The defendant argued that the thumbs-up emoji merely acknowledged receipt of the contract, and was not an acceptance of its terms. Nonetheless, as the court pointed out, their previous communications often included similar emojis as signals of acceptance.

Emojis: The New Signatures?

With the rise of digital communication, contracts are increasingly formed online, often without the basic formality of a signature or even a handshake. As a result, courts have started to interpret emojis as valid forms of acceptance. This raises important questions about clarity and intent.

After all, a thumbs-up might mean “Great! Let’s do this!” in one context, it could also be interpreted as “I received your message and will get back to you.” The crux of the matter is mutual assent—both parties must agree to the terms. However, with emojis, what one person perceives as agreement, another might see as a friendly

acknowledgement. The legal principle of “meeting of the minds” comes into play here, and emojis may not always convey that mutual understanding.

The Legal Landscape: Caution Ahead!

In the U.S., courts have also weighed in on the emoji debate. In one case, the thumbs-up emoji was not enough to demonstrate acceptance due to prior clear statements from the defendant. This shows that context is crucial when interpreting emoji responses in contractual negotiations. In fact, the use of emojis could lead to unintended consequences. If you casually respond to a business offer with a thumbs-up, you might find yourself unintentionally bound by a contract that you thought was just a conversation starter.

Best Practices for Emoji Usage in Business

So, what’s the takeaway? While emojis can add a fun twist to your texts, they should be used cautiously in business contexts. Here are a few best practices to avoid any legal mix-ups:

1. Clarify Intent: If you’re using emojis in a professional setting, ensure that your intentions are clear. Follow up with explicit language confirming your agreement.
2. Avoid Ambiguity: Stick to words when discussing contracts. Emojis can be misinterpreted, leading to disputes that could have been easily avoided.
3. Context Matters: Always consider the context of your conversation. A thumbs-up in a casual chat may mean something entirely different in a formal negotiation.
4. Use Formal Contracts: When it comes to serious agreements, stick to traditional methods of acceptance, like written contracts and digital signatures, to prevent misunderstandings.

While the thumbs-up emoji might seem harmless and friendly, it carries the potential for significant legal ramifications in the world of contracts. As our communication evolves, it’s crucial to navigate the digital landscape with care. So the next time you’re about to send that thumbs-up, pause for a moment—because you never know when it might turn into a legally binding contract over a load of flax seeds!

Stay emoji-savvy, and keep your business dealings crystal clear!

If you’ve found yourself in a ‘Thumbs-Up Trap,’ contact us today.