In South West Terminal Ltd. v. Achter Land & Cattle Ltd., the parties disputed whether a contract for the sale of flax was formed through a text message exchange.
The Respondent sent a picture of a purchase contract and wrote, “Please confirm flax contract,” to which Mr. Achter, the Appellant’s principal, replied with a thumbs up emoji (👍). The Appellant later claimed there was no binding agreement because the contract wasn’t signed.
The Chambers Judge ruled that a valid contract had been formed, finding the emoji constituted electronic acceptance under The Electronic Information and Documents Act, and satisfied the signature requirement of The Sale of Goods Act. Damages were assessed at $82,200.21.
The Saskatchewan Court of Appeal upheld the decision (2-1), confirming that a thumbs up emoji could signify agreement and function as a signature. The Majority emphasized that a symbol can meet legal signing requirements if it identifies the sender and shows intent to be bound. However, in dissent, Justice Barrington-Foote warned that this interpretation effectively nullifies the statutory requirement for a signature and should be addressed by the Legislature.
Supreme Court of Canada
On 25 July 2025, the Supreme Court of Canada denied an application for leave to appeal. Effectively, that’s a stamp of approval of the decision made by the Saskatchewan Court of Appeal. That decision was only binding in Saskatchewan but could be used for guidance and reference in other Provinces. The decision of the Supreme Court of Canada makes it applicable throughout the country.
Significance:
This case marks a notable shift in Canadian contract law, affirming that emojis may constitute valid signatures in digital communications when they reflect clear intent to contract.
Brian Madigan LL.B., Broker