Canadian Court Says 👍 Emoji A Valid Signature

(July 10, 2023)  Don’t replace the signature line on written contracts with a thumbs-up emoji 👍just yet.

A Canadian court found a farmer entered into a valid contract to deliver flax at a fixed price by texting back a thumbs-up emoji 👍 to the buyer’s text that contained a photo of a written agreement. The farmer claimed that the 👍 meant only that he received the purchase offer, not that he agreed to the attached contract. Because of a crop failure, the farmer did not deliver the flax. The buyer was awarded over $82,000 in damages because the court said the farmer signed the contract.

The court observed that the two parties had a pattern of entering into valid and binding purchase contracts without formally signing the agreements. In the past, the buyer texted the seller with a written contract attached. The seller then confirmed by “succinctly texting ‘looks good’, ‘ok’ or ‘yup.’ The parties clearly understood these curt words were meant to be confirmation of the contract and not a mere acknowledgement of the receipt of the contract by Chris.” In all the previous matters, the seller delivered under the contract.

The court agreed “this case is novel (at least in Saskatchewan) but nevertheless this Court cannot (nor should it) attempt to stem the tide of technology and common usage—this appears to be the new reality in Canadian society and courts will have to be ready to meet the new challenges that may arise from the use of emojis and the like.”

Canadian law requires that the contract be in writing and signed by the parties. The court found that the flax delivery contract was “in writing” and “signed” pursuant to Canadian statutes. “This court readily acknowledges that a 👍 emoji is a non-traditional means to ‘sign’ a document but nevertheless under these circumstances this was a valid way to convey the two purposes of a ‘signature’—to identify the signator (Chris using his unique cell phone number) and as I have found above—to convey Achter’s acceptance of the flax contract.”

South West Terminal Ltd. and Achter Land & Cattle Ltd., King’s Bench for Saskatchewan, No. 2023 SKKB 116.