In a recent court ruling, a Canadian farmer has been ordered to pay $82,000 for breaching a contract by simply using a “thumbs-up” emoji in a text message. The case, which unfolded in the King’s Bench for Saskatchewan in March 2021, involved grain purchasers, South West Terminal, Ltd. (SWT), and grain suppliers Bob and Chris Achter.
The dispute began when SWT sent a text message expressing their interest in buying flax from the Achters at a price of $17 per bushel for delivery in late 2021. Following phone conversations between SWT and the Achters, a contract was drafted, stipulating that Chris Achter would sell SWT 86 metric tons of flax for $17 per bushel with delivery scheduled for November.
Once the SWT representative had signed the contract in ink, he sent a photo of it to Chris Achter via cell phone, accompanied by the message “Please confirm flax contract.” Achter’s response allegedly consisted of a “thumbs-up” emoji, as indicated in the court documents.
However, when November arrived, Achter failed to deliver the contracted amount of flax. By that time, the market price for flax had surged to $41 per bushel.
The SWT representative noted in the court documents that he had previously executed at least four contracts with Achter through text messages. The crucial difference this time, according to him, was that Achter responded with a “thumbs-up” emoji instead of more explicit phrases such as “ok,” “yup,” or “looks good.”
On the other hand, Achter argued in the court documents that the “thumbs-up” emoji merely confirmed receipt of the flax contract and did not signify his agreement with its terms. He claimed that the complete contract, including all terms and conditions, was supposed to follow via fax or email for his review and signature. Achter emphasized the informal nature of his text exchanges with Mr. Mikleborough, the SWT representative.
Achter’s legal counsel further contended that accepting a simple “thumbs-up” emoji as a sign of acceptance would set a precedent, leading to a flood of cases seeking interpretations for various emojis. They cited examples like a fist bump emoji or a handshake emoji, highlighting the potential burden on courts if the “thumbs-up” emoji were deemed a substitute for a signature.
Achter also stated that he would never sign a contract for a product without an Act of God clause, as mentioned in the court documents.
The judge, after considering the evidence, concluded that it was likely that Achter had indeed approved the contract, much like he had done in previous instances, but this time using the “thumbs-up” emoji. The judge opined that, considering the overall circumstances, the emoji signified approval of the flax contract and not mere acknowledgment. In their view, a reasonable observer, aware of the background, would interpret the parties’ actions as a consensus ad idem, or a meeting of the minds, as had occurred on numerous previous occasions.
Consequently, the judge ruled that Achter was liable to pay SWT $82,000, in addition to interests and costs, for failing to fulfill the flax delivery as stipulated in the contract.