THUMBS UP FOR CONTRACTS
As business communication becomes more casual, it might be possible for a party to enter into a contract without realizing that they are. Even sending an emoji might constitute acceptance of a binding agreement. While admittedly a Canadian case, a court recently found that the sending of a “thumbs up” emoji was sufficient to create a contract between a grain buyer and seller. In that case, the buyer sent a blast email indicating that it was interested in purchasing flax. A farmer responded with a phone call wherein they purportedly agreed to a price and date of delivery. The buyer then printed out a contract, signed it and sent a picture to the farmer along with a text message saying: “Please confirm flax contract.” The farmer texted back with a thumbs up emoji. It is undisputed that the farmer never signed the contract itself. The sole message of assent was the emoji following the “Please confirm flax contract” text.
Although the farmer may have just meant that he received the contract, the court found that a reasonable person would conclude that he had intended to be bound by the contract. Had the farmer said something to the effect of “Received and am reviewing. Will let you know” there would have been far less ambiguity about whether or not the contract had been entered into. The lesson is that text messages can and do form contracts, and even sending an emoji might be enough to constitute acceptance. In this case, the farmer was out a considerable amount of money, even if he didn’t think he ever was bound.