LIKE NO ONE IS WATCHING: "Thumbs Up" Emoji Indicates Acceptance of a Contract in Saskatchewan Court

There are many requirements for forming a valid contract in California. The most basic are: offer, acceptance, and consideration.

An offer can be communicated in any number of ways, but it must be clear what everyone's obligations are. It must actually suggest that something be done -- a service performed, money to be paid -- in exchange for something else.

Consideration is something of value that each party gives the other. There must be an exchange of consideration, although they need not be of equal value; courts generally don't weigh in on whether the contract is a good deal for one side or the other.

AN EMOJI CAN INDICATE ACCEPTANCE

Both sides to a contract must indicate that they accept the contract's terms. This can be explicitly by saying so, or impliedly, by performing the terms of the contract.

In Saskatchewan, Canada, a grain buyer contacted his usual grain seller, and offered to enter into a contract to buy 86 tonnes of flax at a suggested price. The seller sent back a "thumbs up" emoji, but failed to deliver the product.

The buyer sued, claiming a breach of contract. The seller argued that the "thumbs up" emoji merely indicated his receipt of the contract, not his agreement to it.

The Canadian court disagreed, pointing out that the buyer and seller regularly communicated and agreed to contracts by texts. The court found that electronic communication is now commonplace, and there is no reason for courts not to interpret such communications and determine their intended meaning, the way they do with other forms of communication.

AN INTERESTING CASE, BUT NOT BINDING HERE

While this case is interesting, it has no precedential value here. No state in the US is bound by any court opinion from any foreign country.

Nonetheless, this issue will be before our courts soon, if it hasn't been already. When interpreting contracts, courts are obliged to determine the intentions of the parties, as well as the objective meaning of their words. When communicating electronically, everyone would be well advised to follow the adage: "Dance like no one is watching. Text like it will be read aloud in your deposition some day."

You can read more about this case here: https://www.theglobeandmail.com/canada/article-farmer-ordered-to-pay-after-judge-says-thumbs-up-emoji-amounts-to/