A recent ruling by a Canadian Court has determined that a “thumb’s up” emoji can be considered as acceptance of a contract.
The dispute revolved around a well-established business relationship between a grain purchasing company, South West Terminal (SWT), and a supplier, Achter Land & Cattle (Achter), dating back to 2015.
SWT claimed that they had entered into a contract for the deferred delivery purchase of flax with Achter. To confirm this contract, SWT’s representative sent a text message containing an image of the contract to Achter’s owner, accompanied by a message requesting confirmation. In response, Achter replied with a simple “thumbs-up” emoji.
The court’s analysis hinged on interpreting the meaning of the “thumbs-up” emoji. SWT argued it signified Achter’s acceptance of the contract’s terms, while Achter maintained it was merely an acknowledgment of the text and receipt of the offer. The court considered whether the parties had expressed their intention to contract and the terms to an objective reasonable bystander.
Having regard to the parties previous business dealings, such as Achter’s previous use of similar responses like “ok” and “looks good” to indicate contract acceptance via text message, and the Dictionary.com meaning of the “thumbs up” emoji, being an emoji used to “to express assent, approval, or encouragement in digital communications, especially in Western cultures”, the Court ultimately decided that it served the purpose of a signature and conveyed Achter’s acceptance of the contract.
So what does this mean for Australian contracts?
Australia has not yet decided on a case regarding the validity of an emoji as a valid acceptance of a contract, however it would be unsurprising if Australian Courts adopt a similar stance as Canada in cases involving emojis.
A New South Wales District Court case has already considered the meaning of emoji’s in a defamatory context, and asked much like the Canadian case, how an objective and reasonable by-stander would interpret them.
For most every-day contracts and transactions, it’s important to be cautious with the use of emoji’s and how they may be interpreted.
When it comes to documents under the Corporations Act, there is much less scope to make an argument that an emoji is a valid replacement for a signature as the provisions require the document to be signed.
The key takeaway for anyone negotiating or entering into a contract is to bear in mind that the casual use of an emoji may ultimately represent a digital seal of approval.
Contact WGC Lawyers for more information.