A recent decision from the British Columbia Supreme Court (BCSC) has weighed in on whether an emoji can create a legally enforceable contract.
In Ross v Garvey, 2025 BCSC 705 (Ross), the BCSC found that a "thumbs up" emoji did not create a binding agreement between two parties in a real estate transaction. While this issue has been raised in Canadian courts before, this decision is at odds with a recent 2024 ruling from the Saskatchewan Court of Appeal (SKCA), which found a "thumbs up" emoji can bind the parties.
The BCSC Decision
In Ross, the parties were negotiating terms for the sale of a property. Ross (the Purchaser) prepared and signed an offer for the property. The Garvey defendants (collectively referred to as the Owners) then prepared a counteroffer, but did not sign the document. The Purchaser indicated by email that he accepted the counteroffer and subsequently sent a text message to the Owners confirming his acceptance. One of the Owners responded to the text message with a "thumbs up" emoji, but the Owners ultimately never signed the counteroffer or any documentation relating to the transaction. The parties then disagreed as to whether an agreement was reached. The Purchaser commenced proceedings against the Owners, asserting that he had a binding contract for the purchase of the property and seeking to enforce said contract. The Owners disagreed on the basis they never actually signed a purchase and sale agreement.
The Court was asked to determine (1) whether a contract for the sale of land requires a signature in order to be enforceable in British Columbia, and (2) if there was an enforceable contract in this instance.
The BCSC found there was no legally enforceable contract, as a "thumbs up" emoji could not satisfy the signature requirement for a contract in a real estate transaction. When dealing with contracts for the sale of land, the BCSC held there must be some formal inscription, manually or electronically "that reflects the identity of the party who made it."1 While contracts do not need to be signed by hand, the emoji in this instance was too disconnected from the contractual document itself such that there was no agreement between the parties.2
A Departure from the Recent Jurisprudence from Saskatchewan
The BCSC's decision in Ross stands in contrast to a previous decision from Saskatchewan.
In Achter Land & Cattle Ltd. v South West Terminal Ltd., 2023 SKKB 116 aff'd 2024 SKCA 115 (Achter), the SKCA found that an emoji can satisfy the signature requirement and create a legally enforceable contract.
South West Terminal Ltd (South West) prepared a standard form contract to purchase grain from Achter Land & Cattle Ltd (Achter). The parties had previously used the same contract template and had also communicated over text about previous transactions between them. South West signed the contract but Achter never did. Instead, Achter replied to the contract by text message with a "thumbs up" emoji, and no other accompanying text. Achter did not fulfill the terms of the contract and asserted it was not bound by the agreement since there was no signed contract. South West commenced proceedings for breach of contract, arguing there was an enforceable agreement between the parties. The King's Bench found a valid contract as Achter had signaled its acceptance of the terms of the agreement with the "thumbs up" emoji.3 The use of the emoji here fulfilled the signature requirement under the Saskatchewan Sale of Goods Act and created a legally binding agreement.4 On appeal, the SKCA upheld the decision.
Takeaways
These decisions appear to be at odds with one another, creating uncertainty as to whether courts will find that an emoji has created a legally enforceable agreement. However, these decisions do reveal what a court may consider when deciding if there is a binding contract between the parties.
Firstly, the cases largely turn on the interpretation of the applicable statutes in the circumstances. In Ross, the court interpreted the word "sign" under the British Columbia Law and Equity Act5 while in Achter the court looked at the word "sign" under the Saskatchewan Sale of Goods Act.6 Both sets of reasons turn on the court's statutory interpretation exercise and assessment as to whether the word "sign" in the statute is intended to include an emoji.
Secondly, the parties in Achter had entered into previous agreements via text messages,7 while Ross was a one-off land purchase transaction. This could suggest that the past practice of the parties will help inform the court's understanding if an emoji was intended to create a legal contract.
Lastly, the Achter decision dealt with the sale of commodities, while Ross looked at a land transaction. The value of the transactions differed dramatically, which could also suggest the court may need to see something more than an emoji for a higher-value transaction to find there is a binding agreement.
The Ross and Achter decisions demonstrate it is important to be clear (by words and conduct) when a relationship is intended to create a legally binding agreement between parties.
Footnotes
1. Ross v. Garvey, 2025 BCSC 705 [Ross], para. 5.
2. Ross, para. 125.
3. Achter Land & Cattle Ltd. v. South West Terminal Ltd., 2023 SKKB 116 [Achter King's Bench], para. 36.
4. The Sale of Goods Act, R.S.S. 1978, c. S-1; Achter King's Bench, para. 62.
5. Law and Equity Act, R.S.B.C. 1996, c. 253; Ross, paras. 120-126.
6. Achter Land & Cattle Ltd. v. South West Terminal Ltd., 2024 SKCA 115, paras. 103-108.
7. Achter King's Bench, para. 36.
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