In the recent case of South West Terminal Ltd. vs Achter Land, a judge from the Court of King’s Bench for Saskatchewan (Battleford, Canada) ruled that even a “thumbs-up” emoji (👍) can serve as a valid form of confirmation and non-traditional contract acceptance. The court determined that using a “thumbs-up” emoji in a text message is equivalent to a valid signature, indicating acceptance of a contract. Although a signature denotes the identity and validity of a transaction, it is classical and traditional. However, it does not imply the exclusion of a contemporary signature like the thumbs-up emoji. Let us talk about this case.

Background of the Case

The case in question is South West Terminal Ltd. (Plaintiff) vs Achter Land (Defendant), as ruled by the King’s Bench for Saskatchewan.

On March 26, 2021, it was alleged that the parties entered into a deferred delivery purchase agreement (the “flax contract”), where SWT (South West Terminal Ltd.) agreed to purchase flax from Achter.

Achter agreed to supply 87 metric tonnes of flax at a fixed price of $669.26 per tonne, with delivery scheduled between November 1 and November 30, 2021. However, Achter did not deliver any flax.

The plaintiff sued for breach of contract, seeking $82,200 in damages, plus interest and fees. The defendant denied entering into the contract and alternatively invoked the legal defense under section 6(1) of The Sale of Goods Act, RSS 1978, Chapter S-1 (SGA), arguing that any contract is void due to the absence of a note or memorandum of the transaction signed by the parties. Kent Mickleborough [Kent] began working for SWT as a grain buyer in 2015, and at least one year before that, Chris, the defendant Achter’s acting mind, had a long-standing business relationship with SWT.

The fundamental facts of this case, which mainly involve contract law and SGA (Sale of Goods Act) application, are not usually in question. The use of the thumbs-up emoji and its significance in the particular circumstances of this legal dispute distinguish this case from others.

Court Ruling

The Court noted that both parties had a consistent history of entering into deferred delivery purchase agreements, which they both recognized as legally valid and binding.

It is important to highlight that each time Kent appended to the offered contract, “Please confirm terms of durum contract,” Chris responded with brief texts like “looks good,” “ok,” or “yup.” The parties clearly understood these responses as confirmation of the contract’s terms.

Both parties agreed that Chris’s brief responses were intended to affirm the contract’s terms, not merely acknowledge receipt of the document. The evidence overwhelmingly supports this understanding, leaving no other plausible or rational explanation. Chris met the grain delivery deadlines and received payment, having acknowledged receipt of the contract without providing further proof.

Validity of a Contract: What Does the Indian Contract Act Say?

Section 10 of the Indian Contract Act discusses the validity of contracts and what agreements may be considered contracts. All those agreements made with consensus ad idem (free will of both parties), lawful consideration, lawful object and those that haven’t expressly been declared void are all contracts as under the Act.

Conclusion

It would be interesting to see whether Indian courts would deem the use of the thumbs-up emoji to be legitimate acceptance of the conditions of the contract and thereby consider a contract valid if all the other requirements of a valid contract are also met.

While speaking with a prospective landlord, a supplier, a service provider, or an employee, it is crucial to use caution while using emojis because they may be construed as binding communication.

Emojis have consequences, so it’s best to be aware of them and think about what kind of influence they might have. They continue to score lower than other traditional methods of conducting contracts because getting into a formal agreement is a practice meant to reduce ambiguity.

Khushboo Handa (Trainee)

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