Basically, we are now back to the days of hieroglyphics when documents would be etched in stone or cave man days when a picture on the wall would tell a thousand words.
The Court of King’s Bench for Saskatchewan recently ruled that a “thumbs up” emoji qualified as a signature on a contract. That ruling could have applicability elsewhere. See South West Terminal Ltd. v Achter Land.
After discussing a flax contract over the phone, the Buyer texted the Seller a photo of the flax contract on March 26, 2021, along with the text message:
“Please confirm flax contract.”
The Seller’s texted back a thumbs-up emoji, which the Buyer believed to mean that the Seller’s accepted the contract.
The Seller failed to deliver the flax and disputed that there was a contract.
The parties had a longstanding business relationship. They had previously entered into a number of similar contracts in a similar manner, with a photo of the contract being texted to the Seller, which would then be accepted a text message in reply. In the affirmative including: “Looks good,” “OK,” and “Yup.”
So, these contracts were rather casual in nature.
The legal “test for agreeing to a contract for legal purposes is not whether the parties to the contract subjectively believed they were entering into a contract. Instead, it is whether an objective, reasonable bystander would come to the conclusion that the parties had entered into a contractual agreement.”
Here, The Court concluded that a reasonable bystander would have concluded that there was indeed a contract. In this case, the contract needed to be in writing and signed. The Court decided that it was in writing and that the presence of the thumbs up emoji constituted a signature.
In Ontario, this might apply to a contract for the sale of property. So, be careful!
Brian Madigan LL.B., Broker