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A handshake, a fist bump, a lady dancing the salsa. Emojis are now a huge part of modern-day communication, and yet the digital icons still leave a lot up to interpretation and context. But it now seems they also come with legal weight after a judge ruled that a thumbs-up emoji is now equally as binding as a signature on a contract.
The case centers around an argument between a grain buyer and a farmer, who appeared before the King’s Bench in the province of Saskatchewan in central Canada.
The case, heard in June, laid out that Kent Mickleborough—a buyer for South West Terminal (SWT)—sent a mass text in March 2021 to clients asking to purchase grain for delivery later in the year.
Farmer Chris Achter of Achter Land & Cattle responded, and according to court documents seen by Fortune, agreed to supply 86 tonnes of flax at a price of $17 per bushel—or around $699.26 per tonne—in November.
A contract was written up which the buyer signed in ink, and then text a photograph to farmer Achter captioned: “Please confirm flax contract.” Achter responded with a thumbs-up emoji.
Yet when November came no flax was delivered, by which point the price had jumped to $41.00 per bushel—$1,614.09 per tonne.
A judge found that Achter had been in breach of contract for failing to deliver the grain, and ordered him to pay SWT $82,200.21 plus interest.
What’s the meaning of an emoji?
During the case, the buyer highlighted that the farmer had accepted and delivered on contracts three times in the past after receiving a photo via a text message.
Similar conversations in which the buyer sent a photo of the contract had been responded to with “Looks good,” “Ok” and “Yup.”
The farmer’s lawyers argued the downgrade from a written word to an emoji signaled an acknowledgment, not an acceptance.
In an affidavit in November 2022 seen by Fortune, the farmer says that the final contact had differed in circumstance as the grain he was selling had not yet been produced.
The farmer said in cases where he was supplying grain further in advance he insists on an ‘Act of God’ clause, which would mean he didn’t have to supply the grain if he couldn’t produce it due to circumstances outside his control.
Given the fact this point had not been discussed, the farmer said he was waiting on full terms and conditions of the contract to follow.
The plaintiff also shed light on his informal relationship with the grain buyer, adding into evidence jokey conversations the pair had been involved in over text.
“I did not and would not have entered into the Flax Contract without first reviewing the terms and conditions with specific reference to the Act of God clause,” he finished.
The ruling
Unfortunately for the farmer, Justice Timothy Keene turned to the dictionary for a definition of what a thumbs-up emoji means.
He read: “It is used to express assent, approval or encouragement in digital communications, especially in western cultures. I am not sure how authoritative that is but this seems to comport with my understanding from my everyday use—even as a latecomer to the world of technology.”
The judge also didn’t agree with theories from the farmer’s lawyers that by saying a thumbs-up emoji was a contract acceptance, it would “open up the floodgates to allow all sorts of cases coming forward asking for interpretations as to what various different emojis mean.”
Keene countered: “I agree that this case is novel (at least in Saskatchewan) but nevertheless this court cannot (nor should it) attempt to stem the tide of technology and common usage—this appears to be the new reality in Canadian society and courts will have to be ready to meet the new challenges that may arise from the use of emojis and the like.”
