Is an Emoji Legally Binding?
Confusion regarding the use of an emoji in a business contract cost a Canadian farmer $82,000 (Canadian). The case serves as a reminder to business owners who may be tempted to use emojis to communicate.
A legally binding emoji
The lawsuit involves Saskatchewan-based grain buyer South West Terminal and farm known as Acter Land and Cattle. In March of 2021, South West Terminal issued a group text message to several buyers which stated they were willing to buy flax for $17 (Canadian) a bushel.
Farmer Chris Acter responded to the request and South West sent an image of a contract to him in response. The message asked Acter to “confirm the flax contract.” Acter responded with a thumbs-up emoji, leading to confusion.
Acter said in the lawsuit that he responded with a “thumbs-up” emoji as a way to communicate he had received the message. South West interpreted the emoji as Acter agreeing to the contract and its terms. When Acter didn’t deliver the flax, South West sued.
The court determined the thumbs-up emoji is a “non-traditional means to sign” a document, and as a consequence, the farmer was ordered to pay $82,000 to South West Terminal for breach of contract.
What makes a contract valid?
Generally, a valid contract relies on the following:
- Consideration – Parties are required to exchange something of value, which could include services, goods, or another promise;
- Mutual assent – Both parties must assent (agree to) and fully understand the contract terms and conditions; and
- Offer and acceptance – One individual should make the offer, and the other party needs to accept the offer.
Additionally, some contracts must be in writing to be deemed legal. An example may include real property (real estate) contracts. Most attorneys would advise clients against using emojis in legal documents.
What is a breach of contract?
When individuals involved in a contract fail to meet their obligations, a breach of contract occurs. There are varying types of contract breaches, from minor to material (a breach of a term so important to the contract that the purpose of the agreement cannot be achieved). Generally, the severity of a contract breach is pivotal when attempting to resolve a dispute.
In some cases, legal proceedings may be necessary if a party is determined to have breached a contract. The legal remedies for breach of contract may include restitution, reformation, money damages, or rescission. If monetary damages are not adequate, a court may require the breaching party to perform the duties specified in the contract.
Help is available
The attorneys at O’Reilly Rancilio are available to assist business owners when writing or disputing contracts. To speak with an attorney, please call 586-726-1000 or visit our website.