Farmer's thumbs-up emoji reply to texted contract offer means he accepted it, must pay $82,000: judge
"'I did not have time to review the Flax Contract and merely wanted to indicate that I did receive his text message,' the Saskatchewan farmer argued"
https://nationalpost.com/news/canada/farmer-ordered-to-pay-after-judge-says-thumbs-up-emoji-amounts-to-contract-acceptanceCourt Decision
In court, Achter Ltd. argued that there was no binding contract because Mr. Achter’s “👍” emoji merely acknowledged receipt of the contract and didn’t confirm acceptance.
The court disagreed with this argument. Instead, it looked at the parties’ past communications when they had discussed grain sales. In previous interactions, they had understood Mr. Achter’s brief replies as acceptance of the contract, not just acknowledgment of receipt. To determine if a contract was formed, the court assessed how a reasonable person, aware of their past dealings, would interpret the “👍” emoji. In this context, the court found that a reasonable person would see it as an agreement, similar to their previous agreements.
Additionally, the court considered whether the “👍” emoji met the requirements under Saskatchewan’s Sale of Goods Act, which says that for a contract for sale of goods over $50 to be legally binding, it must either be partially performed (goods partially delivered or payment partially made), or the parties must sign their acceptance of the written contract. The court concluded that the “👍” emoji effectively acted as Mr. Achter’s signature—similar to electronic signatures or clicking an “I Agree” button on an electronic document, which are accepted ways to sign contracts.
Takeaway
This case highlights the importance of using well-drafted and properly signed contracts. If South West had insisted on Mr. Achter signing a physical contract for the flax seed delivery at $17 per bushel, this case likely wouldn’t have gone to court, as Mr. Achter wouldn’t have had a valid defense.
At the same time, the case shows that parties usually can’t evade their contractual obligations by relying on questionable “loopholes” that go against the essence of the agreement. Typically, these attempts won’t hold up in court.
This post was edited by SBD on Nov 16 2023 03:21pm