For one Canadian farmer, a thumbs-up (👍) in a text message led to a thumbs-down in court when a judge ruled that his usage of the emoji constituted an agreement to the terms of a contract.
In 2021, Kent Mickleborough, a Saskatchewan grain buyer, agreed to buy 87 metric tons of flax from farmer Chris Achter. Mickleborough texted Achter a picture of the contract formalizing the agreement, which included Mickleborough’s signature, with the message “Please confirm flax contract.”
Achter responded simply with a thumbs-up emoji in a move that is no doubt familiar to many of us. Mickleborough interpreted this to mean that Achter was agreeing to the terms of the contract. However, when it came time for the sale of the flax, Achter did not send the grain and refused to honor the agreement. Instead, he argued that his emoji was meant to confirm that he had received the contract, not that he was agreeing to its terms.
In response, Mickleborough filed a lawsuit. In a decision on June 8 (which may be the only legal judgment in existence to feature the 👍emoji), Judge T.J. Keene of the Court of King’s Bench ruled in Mickleborough’s favor and ordered Achter to pay him $82000 Canadian (about $61,000 in US dollars).
Keene’s decision considered the context of previous interactions between the two parties—they had texted about business before, and Achter had agreed to previous contracts with casual responses such as “yup” and “ok.” Judge Keene also considered the changing tenor of communications in general. He acknowledged that the thumbs-up emoji is a “non-traditional means to ‘sign’ a document,” but it served the same purposes as a signature. In our modern age of e-signing contracts and agreements, he noted, we’ve also come to accept checking a box as serving the same purpose as a formal signature. The judge stated that his ruling reflects a “new reality” in Canadian society, which we are also experiencing in the US.
Jean-Pierre Jordaan, attorney for Chris Achter, warned that allowing a thumbs-up emoji to function as agreeing to a contract could “open up the floodgates” to asking courts to assign meaning to other emojis. In particular, he asked if a handshake emoji or fist emoji (presumably signifying a fist bump) could also serve the function of signing a contract. In a New York Times article about the decision, Professor Laura E. Little of Temple University Beasley School of Law said the decision was “a remarkable sign of the new world of communication.”
Is 👍 the Future of Contracts?
Of course, this lawsuit was decided in the Canadian court system, so its direct effects in the United States will be slim to none. But it could only be a matter of time until we see a case with similar facts in a US court. With how ubiquitous emojis have become as a part of our communication, it’s worth noting the reasoning behind this decision—and what it could mean for evolving understandings of contracts globally.
For many of us, it’s not uncommon to communicate about business matters over text, using at least some of the conventions of that mode of communication—such as emojis or abbreviations. These informal-looking messages can have very formal consequences, and it’s important to remember that your audience may not read your message exactly as you intended it. For example, if you’ve ever tried to make a biting, sarcastic comment in a text message, you know it’s nearly impossible to accurately convey tone via text.
In the midst of this, courts are trying to keep pace with the changing ways that we communicate and attempting to assign clear meaning to symbols and images that can sometimes communicate various messages. The thumbs-up emoji has a pretty straightforward, almost universally agreed-upon meaning, but what about a skull? Or a face with heart eyes? These emojis can have multiple meanings, depending on context and who is sending them. Their meaning might even vary from one social group to another, creating a whole new potential wrinkle for courts to deal with.
It seems pretty clear that emojis are here to stay as a means of communication, especially as younger generations (who have grown up with emojis as a vital part of their vocabulary) become adults and enter the business world. All of us involved in writing and executing contracts will have to adjust to these new ways of showing agreement. But it might be worth confirming that that thumbs-up—or smiley face, or any other emoji—really means what you think it does.