27 September 2023

Emojis in contractual acceptance: A new reality in the legal landscape

Carroll & O'Dea


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Impact of recent Canadian case where a ‘thumbs-up' emoji was declared a valid form of accepting a contractual offer.
Australia Corporate/Commercial Law
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In a recent case, South West Terminal Ltd v Achter Land & Cattle [2023] SKKB, the King's Bench of the Saskatchewan Court in Canada has set a precedent by recognising the use of a 'thumbs-up' emoji in a mobile phone text message as a valid form of accepting a contractual offer. While this decision is not legally binding on Australian Courts, it carries persuasive value and highlights the evolving role of technology and digital communications in legal transactions. This article discusses the case, the impact on the Australian legal system and the potential implications in other legal contexts.

Factual Background

The Plaintiff, South West Terminal Ltd, a grain and crop inputs company, sent a contract to the Defendant, Achter Land & Cattle Ltd, a farming company, via text message for their consideration. In response, a representative of Achter Land & Cattle Ltd used a thumbs-up emoji. The central issue before the court was whether the use of this emoji constituted an acceptance of the contract's terms, akin to a traditional signature.

Previous interactions between the parties had involved similar text-based exchanges for contract acceptance, with responses such as "yep" or "looks good." However, on this occasion, the response was conveyed through the thumbs-up emoji.

Court Decision

Justice Keene of the King's Bench of the Saskatchewan Court within Canada ruled that the use of the thumbs-up emoji indicated approval of the contract's terms by the defendant. He emphasised that, in the context of their prior dealings, a reasonable bystander would interpret the emoji as an expression of consensus ad item – a meeting of the minds. Justice Keene acknowledged the unconventional nature of using emojis for contract acceptance but affirmed its validity in these circumstances. He noted that the emoji fulfilled the twin purposes of a traditional signature: identifying the signatory and conveying acceptance.

Addressing concerns raised by the Defendant's legal representatives about the potential floodgate of interpretations for other emojis, the Court acknowledged the evolving nature of communication in Canadian society. It emphasised the readiness of the courts to adapt to the challenges posed by the use of emojis and similar symbols in legal contexts, stating:

"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."

The Defendant's argument that the emoji merely acknowledged receipt of the document, rather than signifying agreement to its terms, was ultimately rejected.

Impact on Australian Legal System

Although the Canadian decision does not have binding authority in Australia, it does provide a compelling example of how modern communication methods, including emojis, are affecting the formation of legally binding agreements. This ruling underscores the importance of clear and unequivocal language in expressing intentions in legal transactions, reducing room for misinterpretation.

Moreover, the case signifies the legal system's adaptability to technological advancements, transitioning from traditional wet-ink signatures to electronic signatures and now, potentially, the use of emojis. It prompts Australian legal practitioners and scholars to consider the potential implications of emojis in various legal contexts, such as employment agreements, defamation claims, and threats of violence, as examples.

The Evolution of Contract Formation

Traditionally, contract formation required parties to put their signatures on a physical document, sealing their commitment to the terms and conditions. However, the digital age has reshaped how contracts are made. Electronic signatures became widely accepted as legally binding, leading to increased efficiency in business transactions. Now, with the emergence of emojis as a form of communication, the boundaries of contract formation are once again being pushed.

The Canadian Decision

The Canadian decision in South West Terminal Ltd v Achter Land & Cattle [2023] SKKB 116 represents a significant departure from traditional contract formation norms. By recognising a thumbs-up emoji as a valid form of acceptance, the court acknowledges the evolving nature of communication in today's society.

Justice Keene's rationale behind the decision is particularly noteworthy. He ruled that the use of the thumbs-up emoji in the context of the parties' prior interactions indicated a meeting of the minds, which is the essential element of contract formation. In essence, the court viewed the emoji as a digital equivalent of a handwritten signature, serving the dual purpose of identifying the signatory and conveying acceptance.

This decision has raised questions about the broader implications of using emojis in legal contexts. It challenges the legal community to adapt to the changing landscape of communication and contract formation. While some may view it as a departure from established norms, others see it as a reflection of the digital era we live in.

Potential Implications

The Canadian decision's potential impact extends beyond contract law. It prompts us to consider how emojis might be interpreted in other legal contexts. For example:

  • Employment Contracts: Emojis used in employment-related messages could be interpreted as acceptance of job offers or changes to employment terms. Employers and employees must be cautious about the use of emojis in such communications.
  • Defamation Claims: Emojis can be used to accompany defamatory statements, adding nuance to their interpretation. Courts may need to assess whether emojis alter the meaning of the statements in question.
  • Threats of Violence: Threats made using emojis may require legal scrutiny. The use of violent or threatening emojis alongside text messages could lead to potential legal consequences.

The Canadian decision in South West Terminal Ltd v Achter Land & Cattle [2023] SKKB 116 introduces a new dimension to contract law, recognising the use of emojis as a means of accepting contractual offers. While not binding in Australia, it highlights the importance of precise communication in legal transactions.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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