In short, in some circumstances replying with a thumbs-up emoji to a photograph of a contract can be as legally binding as signing the contract.
"In a summary judgement that contained 24 instances of the emoji, Judge T J Keene resolved the issue by ruling that a thumbs-up emoji is enough to accept contractual terms."
"I am satisfied on the balance of probabilities that Chris okayed or approved the contract just like he had done before except this time he used a thumbs-up emoji."
"In my opinion the signature requirement was met by the thumbs-up emoji originating from Chris and his unique cell phone," the judge said.
a past history of business transactions.
It's not dissimilar to a physical nod or thumbs up in an auction situation.
I guess it's unique in the sense of "it's his phone", which is a description no other phone meets. In that way, it functions like an old fashioned seal.
What's next? Double Green Check icon in WhatsApp message with a contract can be as legally binding as signing the contract?
Why people are wasting many millions of dollars to implement cryptographically-secure electronic signature systems, if a simple thumbs-up emoji is enogh? ;)
Some contarcts can be closed verbaly in-person, but this is not the case, because they didn't talked in-person, but over a remote digital medium.
Any written communication (such as email or SMS) can be considered as evidence in court (NOTE: just evidence, not a signature). That's why M&A departments don't do deals or negotiations over email.
But that's long form. Emojis on the other side are very short. It's a new medium and doesn't have a stable interpretation yet.
Also, any contract negotiation is a process (sometimes even a Saga ;) Plucking a single message out of a sequence of messages is wrong.
Verbal agreement usually done in person.
Maybe it can be done over the phone using voice communication.
But using a simple emoji is stretching it out, as there is no context: you can't see the counterpart's face, you don't hear their intonations in their voice. You don't even have UPPER CASE or punctuation marks.
Chris Achter, the owner of a farming company in Swift Current, Saskatchewan, had sent a thumbs-up emoji in response to a photograph of a flax-buying contract from a grains buyer in 2021.
Sending a written contract should provide more than enough context to the counterpart.
I'm talking about the context in the reply (outgoing message), not the context in the incomming message.
The most obvious explanation is the confirmation of the recieval.
> Mr Achter said he used it only to indicate that he had received the contract, but not to indicate his agreement.
I also frequently have fat finger emojis in Slack, Discord or WhatsApp, now it's legally bounded?
I live in the country with the Common Law system, but even worse than in Canada, as the judges here don't care about the written contracts. The former President of the Supreme Court even said something like "I don't care what's written in the contract", and basically had arbitrary rulings based on his own understandings.
Because of that most tech companies here have an arbitration clause in contracts that all disputes will be resolved outside of our local jurisdiction. Usually in Delaware.
> I also frequently have fat finger emojis in Slack, Discord or WhatsApp, now it's legally bounded?
I would bet my business prospects that no court would conclude that a thumbs-up followed less than a minute later by a “disregard previous typo” message as binding acceptance.
This is not some trick “no backsies” situation, but rather a case where a pattern of short acceptance messages was continued, just in picture form.
Other than the defendant objecting after the fact, I think most reasonable people would look at the pattern of communication and reach the same conclusion the court did.
quote: "What sets this case apart is the use of a thumbs up emoji “<thumbs up emoji>” and what that meant in the context of the specific facts of this law suit."
> The most obvious explanation is the confirmation of the recieval.
This was not the understanding of the judge on a balance of probabilities in this specific case.
This is the relevant quote from the judgement: "So in short, what we have is an uncontested pattern of entering into what both parties knew and accepted to be valid and binding deferred delivery purchase contracts on a number of occasions. It is important to note that each time Kent added to the offered contract “Please confirm terms of durum contract” and Chris did so 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. There can be no other logical or creditable explanation because the proof is in the pudding. Chris delivered the grain as contracted and got paid. There was no evidence he was merely confirming the receipt of a contract and was left just wondering about a contract."
Thus if you want to avoid accidentally accepting a contract by fat-fingering an emoji, then do not accept contracts with short words like "yup". Rather insist on more formality. Simple as that. If Chris would have said in previous occasions "that sounds about right, send it over as PDF, and I will send you back a signed PDF" that would have probably been enough to convince the judge that the simple thumbs up emoji was not meant as confirmation of receipt.
> > Mr Achter said he used it only to indicate that he had received the contract, but not to indicate his agreement.
Yea, he said that. After the spot price of his commodity nearly tripled compared to when he accepted the contract several months earlier. And after half a decade of accepting similar contracts with similarly-terse replies.
> I also frequently have fat finger emojis in Slack, Discord or WhatsApp, now it's legally bounded?
I imagine that if he had quickly (within a day or so) followed up with "oops, fat-fingered that", the contract would have been voided.
A contract is a meeting of minds, with agreement between the parties.
Even a verbal agreement is legally binding. Of course, it is hard to prove such an agreement exists to others, so we create a record of the agreement.
If there is evidence that such agreement exists, then the contract is enforceable, and that is all that has happened here. Using a thumbs up emoji to indicate agreement may look a bit silly, but the intent is apparently clear.
Another article on this trial also pointed out that in the past making a variety of scribbles were considered agreement since the majority of the population was illiterate.
Broadly correct with the caveat that there are some restrictions on verbal contracts. For example, I cannot sell my house verbally. Or my car (unless it’s a really bad car).
Is there a legal standard for this? I like to imagine a legal dispute in front of a judge if the vehicle in question is or is not a total POS that can be sold on the spot.
One of the major underlying restrictions is the (commonly known as) Statute of Frauds[1]. State law can supersede it as it is Common Law inherited from England (and therefore "default" law in USA where something doesn't supersede it), but most states either follow it or have state laws that copy it. From the link, the specifics it covers, that are required to be non-verbal are:
* Any promises made in connection with marriage, including such gifts as an engagement ring.
* Contracts that cannot be completed in less than one year.
* Contracts for the sale of land—leases need not be covered unless they are for a year or more.
* Promises to pay an estate’s debt from the personal funds of the executor. However, promises to pay such debt from the estate's funds are not subject to the statute of frauds.
* Contracts for the sale of goods above a specific dollar amount, typically $500.
* A contract in which one person promises to pay the debt of another person is considered a surety and is subject to the statute of frauds.
So when I tongue in cheek reference a really bad car, I'm talking about a car whose value is under $500. :)
Ha, well there goes the elaborate scenario I had constructed in my head. Something where the legal argument would come down to debating if the stains in the backseat construed a POS where verbal contracts were binding. In today’s market, a $500 car would be truly awful.
Verbal means "in words." Pretty much all contracts are verbal (you might have an argument about the contract we're discussing in the post here). I think you mean _oral_ contracts; it's important to be precise when we're talking legalities.
The term "verbal contract" is widely understood to mean spoken, not written.
I have found this usage on legal websites, government websites and dictionaries. So while oral may be more accurate, it is still correct to say verbal contract.
> Why people are wasting many millions of dollars to implement cryptographically-secure electronic signature systems, if a simple thumbs-up emoji is enogh? ;)
People insist on formalities (of all kind) precisely in order to avoid these kind of lawsuits. Paying all those lawyers is not cheap.
> What's next?
It is not like this was some hapless chap who got suckered into a deal. They had a business relationship going on for years and they have agreed on similar deals with not much more than a thumbs up emoji.
Although I'm not a fan of the common law system, it isn't the problem here. The problem is a culture that so elevates informality that there are no guardrails left to ensure careful, thoughtful, deliberation even in business deals involving tens of thousands of dollars. Next up, declaration of war by tweet.
We should go back to common law. Your word is your word, whether that's digital or not. If you sends a positive confirmation in the form of a emoiji and then never follow up that's on you. He had for sure a week or more to clarify he could or couldn't fulfill the order without repurcussions.
I think if anything, a double green check would mean the opposite: The point of the check mark is that it indicates you have read the message even if you haven't (yet) given a reply.
It doesn't tell why you didn't answer: if you just didn't get around to answering yet or if you don't want to answer on purpose. (But of course it offers the suggestion of the latter. Hence "left me on read" being a thing where "no reply" is seen as an act of communication itself.)
But there is no situation in which it indicates approval.
So if anything, "double green check without any reply" could be interpreted as declining a contract offer. But even this would be a stretch, I think.
Context is everything. A green check mark is clearly an affirmative. If it is in your messenger it can mean "read, but no reply". If you send a check mark as an answer to a bid, I can hardly imagine anyone interpreting this as anything else as an acceptance.
The more interesting case would be an X mark. While this is often interpreted as the opposite of a check mark there are contexts where it is affirmative. Best known example is probably election ballot papers. Not so well know nowadays is that the blind and illiterate used the X to sign contracts.
You wouldn't send the "message was read" icon in a message, would you? And even if, the sender would probably just read it as two green check marks. That's what I meant with context is everything.
To be fair, he's talking this context in particular. I wouldn't be anywhere near as harsh, but would definitely frown on somebody replying to a legal contract with a thumbs up to mean "I accept".
If it were the other party, I would (and have) asked for clarification. Surprise; there have been multiple instances of potential disaster caught early this way!
I actually run a company and the use of babyish icons are very widespread and common. Discussing terms and details about large contracts are absolutely done using childish methods like complimenting a client's haircut (the client was bald), sending emojis, and other informal texts and apps.
Most people (we deal with) are just working to get stuff done and have fun while doing so. I don't think I've seen any environment where people were suited up or addresses each other in a matter that's "formal"
Everybody gets to run their own business as they please. I would insist on clear communications in all dealings. I am not going to try to interpret anybody's hieroglyphics, no matter how much fun I might miss out on.
5. On July 14, 2020, after discussing and agreeing on a contract with Chris Achter, I prepared a contract for the sale of 185 metric tons of durum wheat from Achter Ltd. to SWT for $312 per ton. I signed the contract and then took a photo of it using my cell phone and sent it to Chris. I messaged: “Please confirm terms of contract.” Chris texted me back: “Looks good”. Achter Ltd. delivered on this contract without issue. (Exhibit “B”)
6. On September 11, 2020, after discussing and agreeing on a contract with Chris, I prepared a contract for the sale of 131 metric tons of wheat from Achter Ltd. to SWT for a price of $284 per ton. I signed the contract and then took a photo of it using my cell phone and sent it to Chris. I messaged: “Please confirm terms of durum contract”. Chris texted me back: “Ok”. Achter Ltd. delivered on this contract without issue (Exhibit “C”).
7. On October 21, 2020, after discussing and agreeing on a contract with Chris, I prepared a contract for the sale of 395 metric tons of durum wheat from Achter Ltd. to SWT for a price of $308 per ton. I signed the contract and then took a photo of it using my cell phone and sent it to Chris. I messaged: “Please confirm terms of durum contract”. Chris texted me back: “Yup”. Achter Ltd. delivered on this contract without issue. (Exhibit “D”).
The flax contract...
10. I then called Chris about the potential flax contract. I said “I assume you talked to Bob about this” and Chris confirmed that he had spoken to Bob and wanted to enter into a flax contract for 87 metric tons of flax at $669 per ton. I told Chris I'd send the contract by text message and ask him to confirm he contract via text when it came through, which Chris agreed to do.
11. I then wrote up the contract for a purchase of 87 metric tons of flax for $669 per ton. I signed the contract, took a photo of it and texted it to Chris. I messaged: “Please confirm flax contract”. Chris tested back a thumbs up emoji. I understood this to be that Chris was agreeing to the contract. A copy of the contract and the text message is attached as Exhibit “E”.
Another context here is a few centuries of past and current Anglo-sphere (UK, Canada, Australia) farming contracts and sales in general.
Stock, grain, feed, etc has been routinely traded in yards, auctions, annual shows in large units ( a years worth of lambs, feed for six months ) on the basis of a price and amount agreed upon with terse affirmatives.
A nod, a handshake, a yep, a thumbs up have all been used to seal similar scale transactions in agriculture since formal law came into being making it a solid part of common law.
TIL I am getting fleeced whenever I buy whole grains at the grocery store. I should just buy a metric ton of wheat for a couple hundred dollars and be set for life.
I know an onion farmer. They grow a lot of onions. When they sell the onions at wholesale prices it’s like cents a pound, much much cheaper than a grocery store. If you bought $5 of onions you’d have trouble fitting that in your car.
> This has led the parties to a far flung search for the equivalent of the Rosetta Stone in cases from Israel, New York State and some tribunals in Canada, etc. to unearth what a emoji means.
Only if the counterparty couldn't reasonably have expected you to understand what was happening, i.e. they didn't know you didn't understand English. Also NAL, but saw a (an English) case recently for wrongful termination where a Polish baker was dismissed after written warnings the employer knew he couldn't read/understand. (Baker awarded damages.)
Context: they already had a verbal deal on the phone, then the buyer sent the terms by phone, and the farmer texted back a thumbs-up. They'd done similar, three times before, and he'd texted back "looks good", "ok" and "yup" - and subsequently delivered and got paid.
Background: market price went from $17 to $41 per bushel; the farmer didn't have it on hand; a crop failure possibility was later mentioned. [Maybe why the price increased?]
Note: the thumbs-up is just for assent - the parties still need to agree on terms etc (as they did here). In fact, the farmer argued that the flax contract differed from their previous durum contracts, because he didn't have it on hand, and usually required an "act of god" clause to cover crop failure - but crucially, the buyer didn't know this, so objectively, it would seem the same.
BTW: It's not binding: there's two higher courts in Canada. But the judge refutes the technical legal objections to this form of assent.
That’s not the judge’s reasoning in this case. The reason is because the farmer in question already had a demonstrated habit of accepting contracts with short informal texts like “Ok”.
Thumbs up is widely used to acknowledge receipt of a message without agreeing to anything contractually. It also has other meanings, such as ‘I like what you said’, and ‘that’s a good idea’. The ruling here does not represent a precedent over the meaning of the thumbs up emoji, nor does it confirm or deny any of the multiple common definitions for the thumb up emoji.
I also do the same thing every day at work with Microsoft Teams. Now you can send any emoji to react to a chat/post but originally you had 5 to choose from, with thumbs up being the most common.
Seller could quickly follow-up to the double-tap with a "reviewing now" or "will approve later" and then no matter the emoji it won't be a signed contract.
It's the world same as it ever was. If you say "uh huh" in an oral contract, you would have to say "wait, nevermind" if you immediately wanted to correct the immediate mistake (answering someone else or other reasoning). A contract is not strictly written to, but agreed to by both parties.
The article seems to be missing an important piece of evidence
> He said: "I am satisfied on the balance of probabilities that Chris okayed or approved the contract just like he had done before except this time he used a thumbs-up emoji."
It does seem that the farmer has agreed to previous contracts in a "similar fashion" which is, apparently, what the judge based his decision on. It's easy to make commentaries here about how crazy this is when we do not have the full facts of the story.
He used words like "yup" and "looks good" in the past to accept the contracts - the judge ruled that a thumbs up emoji is effectively the same as saying "yup" which as demonstrated was enough for him to accept contracts in the past. To make a difference between "yup" and an emoji at this point is to engage in a linguistic discussion that avoids the core of the issue - if your contractor was previously accepting contracts by saying "yup", is a thumbs up emoji just as good? The judge seems to think so.
If he previously said “okay” but said “ok” this time… Or sent the OK emoji… Or previously said “yes” but this time said “yup” or sent a Yes emoji…
In all those cases (and this case), I’d conclude exactly as the court did. I don’t think this was some kind of trickery being attempted by the plaintiff, but rather they made a completely reasonable conclusion that they had an accepted contract.
Yeah, this was clearly a farmer trying to back out of a contract after prices had skyrocketed and he could do better than deliver on his existing deal. There was clearly a meeting of the minds here, and that is all that is required for a contractual obligation to be enforceable.
That would be like saying he used "yup" to sign contracts in the past except this time he used "yeah" (if you accept that yup, yeah, and thumbs up emoji are all linguistically equivalent).
This is nuts. I can understand the appeal of “legacy” articles (ones that spring up from time to time across months/years) being valuable as individual records. But there should be a way for articles/threads like this one that cover current events and are reposted from multiple sources multiple times throughout the initial news cycle to be consolidated; sources, comments, etc somehow rolled onto a single page. Or something.
Just gotta mention they're a dupe earlier and maybe link to where the discussion is happening. The problem is people upvoting this like crazy when it's already been big and lots of comments elsewhere ....stop upvoting this!
They’re all different URLs and all have different titles. Looks like most of those didn’t make it to the front page, so it hasn’t been that “big”. I didn’t see any of those articles. Why do you think upvoting is the problem? How are people supposed to know? The mods here do often merge submissions when necessary (when dupes make it to the front page within a short enough time frame). I don’t see much of a problem in this case, and I disagree strongly with the command to stop upvoting. It’s fine when people notice, but it’s not our responsibility as readers to spend time searching for dupes and filter them out. Dupes in the “new” page are to be expected at all times, because HN is a user-submit system, so different people are always going to be racing to submit the same news. It’s not a problem until dupes hit the front page and comment sections get large.
The actual ruling [0] is very approachable and far more interesting than the article above. The farmer was in the habit of accepting contracts from this particular company by saying "yup" or "looks good" or similar short responses. SWT quite reasonably took this usage of the thumbs up emoji as just another one of the farmer's casual signatures.
If Chris sincerely did not intend to sign the contract, he really should not have been in the habit of accepting contracts with a casual single-word reply in the first place. Had he insisted on a more formal process in prior negotiations with SWT, I doubt the judge would have granted summary judgement in this case (and SWT probably wouldn't have assumed the thumbs up was a signature).
This behaviour must be the result of some sort of internal policy; but it really highlights just how low the quality of corporate[0] journalism is. They're doing not much useful except polluting a search for the case details with links to their poorly articulated take. It'd be so easy to include the link or a copy of the PDF in the article. But they just aren't in a headspace where people might want facts, context or otherwise have an interest in the details of the story.
The professionalism of these services is poor. We don't even have the name of the person stirring up clickbait.
[0] The ABC is government funded, but still follows the same basic model as all the rest and it looks like they lifted this off Reuters.
> They're doing not much useful except polluting a search for the case details with links to their poorly articulated take.
Polluting a search indeed. On youtube, it feel like every search result, even if not news related, is filled with links to news. I just don't get it.
> it looks like they lifted this off Reuters.
The source of most news is the AP or Reuters. If the company wants to add their spin on a topic, they'll have their journalists add to the ap or reuters articles.
> On youtube, it feel like every search result, even if not news related, is filled with links to news. I just don't get it.
Or product reviews. I looked up “science of active noise cancelling headphones” to explain the science more easily to a friend, and 2/10 were actually what I wanted. The rest were “BEST HEADPHONES EVER?! What YOU need to know!”-type garbage.
Also worth highlighting that the contact price was $669 per tonne, but the spot price at time of delivery was $1614 per tonne for 87 tonnes ($58k contract vs $140k spot)
I am not sure how much the future deliveries and spot prices diverge (I would expect savings on pre-purchasing), but there was potentially significant profit motivation for the seller to find any reason to back out of the deal.
I think that the assumption that a thumbs up is the same of a full contractual acceptance (vs "ok, I received it" or "contract looks good, let me now think about it") should only be made under a very specific and narrow context, that is, the party has a history of accepting contracts with brief sentences.
Yes, the judge explicitly calls out in his decision that it counted as a signature because it was consistent with their prior negotiations (emphasis added):
> In my opinion the signature requirement was met by the {{THUMBS UP}} emoji originating from Chris and his unique cell phone ... which was used to receive the flax contract sent by Kent. There is no issue with the authenticity of the text message which is the underlying purpose of the written and signed requirement of s. 6 of the SGA. Again, based on the facts in this case – the texting of a contract and then the seeking and receipt of approval was consistent with the previous process between SWT and Achter to enter into grain contracts.
> This court readily acknowledges that a {{THUMBS UP}} 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.
Knowing and having worked with several farmers I have a little bit more mixed opinion on the ruling. Many of them prefer to operate without contract, eg, I'll deliver the goods but I won't sign your docs.
This case seems to turn on weather any of these past contracts were actually binding, and maybe they were if there was a clear enough response.
However,if both parties have crappy business processes that run without signatures, I would think that disputed signatures would default to non binding.
>Had he insisted on a more formal process in prior negotiations with SWT, I doubt the judge would have granted summary judgement in this case (and SWT probably wouldn't have assumed the thumbs up was a signature).
Similarly, if SWT had insisted on signed contracts, there wouldn't be any question of if these terms were accepted.
It seems like there is at least some contribution here.
The judge addresses this question and found that neither party disputed that the past contracts were in fact contracts:
> So in short, what we have is an uncontested pattern of entering into what
both parties knew and accepted to be valid and binding deferred delivery purchase
contracts on a number of occasions. It is important to note that each time Kent added to the offered contract “Please confirm terms of durum contract” and Chris did so 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. There can be no other logical or creditable explanation because the proof is in the pudding. Chris delivered the grain as contracted and got paid. There was no evidence he was merely confirming the receipt of a contract and was left just wondering about a contract.
So I agree with part of that and disagree with part of that.
The part I agree with is that giving a thumbs up too the specific request to “Please confirm terms of durum contract” is acceptance.
The part that doesn't sit well with me is the argument that past performance of delivery alone validates a contract.
I think I agree with the decision, but it is because the farmer affirmed agreement to the terms each time, not because making a delivery implies that existence of a contract.
It's not just making the delivery, it's receiving a contract and confirming it, making the delivery according to the terms of the contract, and receiving the payment spelled out in the contract.
There was a formal contract that was sent and the terms of that contract were held to after the farmer said "ok", and the farmer never denied that he intended to be held to the terms of the contract that he had been sent. It's pretty clear to me that everyone involved believed there was a contract in the prior cases.
I feel like I am beating a dead horse here, but I dont think I am debating anything you are saying or the final judgement.
I am highlighting a specific part of the judgement: how much delivering and receiving payment demonstrates contract agreement in a vacuum.
Delivery is evidence that "yups" signified contractual agreement. Delivery in absence the "yups" should not be construed as evidence of contractual agreement, at least not to the full terms specified.
Imagine a counterfactual without the "yups" but where Chris simply responded with "I will deliver the flax at that price".
What part of the judgment are you responding to? I didn't notice any part of the judgment that talked about delivery in a vacuum, it was always about the combination of factors.
Maybe in my opinion was a little bit colored from the comments in this thread before reading the judgment. From your excerpt, The Following part is stood out to me.
>There can be no other logical or creditable explanation because the proof is in the pudding. Chris delivered the grain as contracted and got paid. There was no evidence he was merely confirming the receipt of a contract and was left just wondering about a contract.
To me this makes it sound like a pattern of behaving in accordance with one term in a contract can only be explained by agreement with the contract in its entirety.
It's generally a mistake to take a few sentences from a legal document out of context. In the context of even the paragraph I cited (much more so in the document as a whole) it's clear what the judge is saying—he's talking about a combination of the text exchanges and the subsequent actions.
It is a contract but not necessarily the contract. The proposed written contract may have more terms and conditions. By buying and selling without a signed contract, you're agreeing to basic price and quantity without having to read and agree to a potential litany of other terms. Like what happens when you buy something from a store.
So it may not be relevant for this case, but in general buying and selling without a contract saves you from having to pore through legal details.
And some of those contract terms can be more or less favorable to one party than what a could would decide in the absence of an explicit contract stating otherwise.
So basically they prefer "signing" to contracts that are poorly specified and where any disagreement (significantly moreso than a well specified contract) results in a lengthy and expensive legal process for both parties. Which is fine as long as they know what they're getting into.
I have a client like this. Any 3-sentence email is too long for him to write or read. People ask him "Option A or Option B?" questions and he replies "yes", resulting in 3 more back-and-forth emails to clear up confusion. It's always the other party's fault for being confusing.
I can totally see him approving an $80k deal with a thumb's up then turning into a lawyer when held to it.
I’m on my HOA board and this describes every single vendor we work with. Absolutely infuriating, and I don’t understand how they graduated high school.
I don't understand how they graduated high school and they don't understand how I don't own a business that makes 7 figures, since it's so easy for them to do.
Dont pay anything until the very last minute and spend like there's no tomorrow, then when the credit eventually runs out and the tax man is knocking, declare bankruptcy and feign ignorance claiming for the rest of your life that the system was out to get you and youre just a victim of corruption.
This is absolutely my experience as well. I used to encounter this regularly in a professional context and ended up just replying with a confirmation that "option A" was what he'd agreed to. I was never mistaken.
Had something very similar happen about 20 years ago.
I was a scout leader at the time, and one of the other leaders phoned another scout group to rent their building for our summer camp. They mentioned a price, he said "okay", intending to be "okay, I understood that's the price, let's discus" whereas they took it as "okay, I agree to this price, and we'll rent it".
Long story short, turns out verbal contracts like this very much are enforcible, and they were pretty adamant about enforcing it. Who knows if it would have held up in court, but just paying the "cancellation fee" was cheaper than lawyers,
Absolutely outrageous a volunteer non-profit organisation would squeeze another volunteer non-profit like this by the way; this was well before the planned date and the confusion came to light within days of the "okay", so they suffered basically zero damages. Bunch of twats.
That was a confusingly terse response to give verbally. If someone only said, “Ok”, I suspect I would have assumed the same as the rentee (although, I hope I would have been astute enough to confirm the confirmation). Regardless, for what was likely never much of a money making operation, definitely poor taste to stick to their guns and enforce the deal.
It's not that uncommon to say "okay" as merely a verbal acknowledgement; I do it all the time! In this context it's indeed ambiguous I guess, but I don't think it can reasonably be assumed to mean "we accept the terms" since where I'm from these type of "verbal contracts" are extremely uncommon – I'm highly skeptical it would have stood up in court (it came as a surprise to everyone that this was enforceable) but we weren't really eager to test that.
Judge has very poor sense of unintended consequences. For this particular very specific case, yes the judge is right to force the farmer to pay. But this set precedence and dilute the stringent wording legality of contract. Now, if a teenage (Japan AV industry if you curious) show a thumbs up to a soul selling contract it is good because in the past she did it. Watch the Star Trek Strange new world ep2 and see how the judges should have refraint to make their decision. Any this is Canadian which in legality world consider one of the least prudence of all English speaking nations. Hence I am not surprise with this ruling. Basically Canadian has created law making from bench rather than parliament. Terrible judge even he is a nice person.
There was a precedent. The judge didn't rule that a thumbs up is a legally binding signature in all contexts. Here, the farmer have already accepted contracts and delivered with simple "yep" or "okay" answers, so the customer reasonably thought it was the same with a thumbs up emoji.
Assuming it was legal for teenagers to sign contract for work in porn (that's what "AV" means for the uninitiated), which is most likely not the case, then if she performed after answering "yep" or "okay", then one should expect her to perform again on a thumbs up. The "soul selling" aspect is another matter and the contract may be deemed invalid on these grounds, and if she were asked to do more than the usual performance, the ruling may change. Judges are not just robots running code, they care about context.
this is a rather simple case that just tickles the internet and HN interest due to the novelty of an emoji. the real focus should be on the despicable behavior of the defendant for trying to renege on an expensive contract. it’s everyday stuff.
what i find most interesting is that the official court documents, which as we are familiar with are in a typewriter-like ascii plus some typographical symbols (like the section marker), contain the emoji in question. i appreciate the least common denominator format for official government documents. i find it quite something that they have reproduced the actual emoji symbol rather than restricting themselves to a description.
whereas even HN does not accept emoji in comments.
The issue here is the nature of contracts. A written dcoument signed by all parties is not (necessarily) a contract. It is evidence of a contract. Any agreement of exchange of goods and services may be a contract, whether it's an email, a phone call, a handshake, or almost anything else. A written document, video, or audio recording merely serves as evidence of the contract.
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[ 2.8 ms ] story [ 243 ms ] thread"In a summary judgement that contained 24 instances of the emoji, Judge T J Keene resolved the issue by ruling that a thumbs-up emoji is enough to accept contractual terms."
It's not dissimilar to a physical nod or thumbs up in an auction situation.
Should have done the contract on HN, the thumbs up would have been stripped.
Why people are wasting many millions of dollars to implement cryptographically-secure electronic signature systems, if a simple thumbs-up emoji is enogh? ;)
Some contarcts can be closed verbaly in-person, but this is not the case, because they didn't talked in-person, but over a remote digital medium.
Common Law system is flawed.
If you text :eggplant: to your wife, then you might get her pregnant!
Accepting you did enter the icon, and the screenshot is accurate, then saying you didn't mean it to be interpreted as an agreement is another matter.
I think this is where your digital signature wins.
But that's long form. Emojis on the other side are very short. It's a new medium and doesn't have a stable interpretation yet.
Also, any contract negotiation is a process (sometimes even a Saga ;) Plucking a single message out of a sequence of messages is wrong.
Chris Achter, the owner of a farming company in Swift Current, Saskatchewan, had sent a thumbs-up emoji in response to a photograph of a flax-buying contract from a grains buyer in 2021.
Sending a written contract should provide more than enough context to the counterpart.
The most obvious explanation is the confirmation of the recieval.
> Mr Achter said he used it only to indicate that he had received the contract, but not to indicate his agreement.
I also frequently have fat finger emojis in Slack, Discord or WhatsApp, now it's legally bounded?
I live in the country with the Common Law system, but even worse than in Canada, as the judges here don't care about the written contracts. The former President of the Supreme Court even said something like "I don't care what's written in the contract", and basically had arbitrary rulings based on his own understandings.
Because of that most tech companies here have an arbitration clause in contracts that all disputes will be resolved outside of our local jurisdiction. Usually in Delaware.
I would bet my business prospects that no court would conclude that a thumbs-up followed less than a minute later by a “disregard previous typo” message as binding acceptance.
This is not some trick “no backsies” situation, but rather a case where a pattern of short acceptance messages was continued, just in picture form.
Other than the defendant objecting after the fact, I think most reasonable people would look at the pattern of communication and reach the same conclusion the court did.
No. The judge decided based on the specific facts of this specific case that in this context the emoji meant that the contract was accepted.
You can read the judgement here: https://images.assettype.com/barandbench/2023-07/17ed50ce-4e...
quote: "What sets this case apart is the use of a thumbs up emoji “<thumbs up emoji>” and what that meant in the context of the specific facts of this law suit."
> The most obvious explanation is the confirmation of the recieval.
This was not the understanding of the judge on a balance of probabilities in this specific case.
This is the relevant quote from the judgement: "So in short, what we have is an uncontested pattern of entering into what both parties knew and accepted to be valid and binding deferred delivery purchase contracts on a number of occasions. It is important to note that each time Kent added to the offered contract “Please confirm terms of durum contract” and Chris did so 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. There can be no other logical or creditable explanation because the proof is in the pudding. Chris delivered the grain as contracted and got paid. There was no evidence he was merely confirming the receipt of a contract and was left just wondering about a contract."
Thus if you want to avoid accidentally accepting a contract by fat-fingering an emoji, then do not accept contracts with short words like "yup". Rather insist on more formality. Simple as that. If Chris would have said in previous occasions "that sounds about right, send it over as PDF, and I will send you back a signed PDF" that would have probably been enough to convince the judge that the simple thumbs up emoji was not meant as confirmation of receipt.
Yea, he said that. After the spot price of his commodity nearly tripled compared to when he accepted the contract several months earlier. And after half a decade of accepting similar contracts with similarly-terse replies.
> I also frequently have fat finger emojis in Slack, Discord or WhatsApp, now it's legally bounded?
I imagine that if he had quickly (within a day or so) followed up with "oops, fat-fingered that", the contract would have been voided.
Even a verbal agreement is legally binding. Of course, it is hard to prove such an agreement exists to others, so we create a record of the agreement.
If there is evidence that such agreement exists, then the contract is enforceable, and that is all that has happened here. Using a thumbs up emoji to indicate agreement may look a bit silly, but the intent is apparently clear.
Is there a legal standard for this? I like to imagine a legal dispute in front of a judge if the vehicle in question is or is not a total POS that can be sold on the spot.
* Any promises made in connection with marriage, including such gifts as an engagement ring.
* Contracts that cannot be completed in less than one year.
* Contracts for the sale of land—leases need not be covered unless they are for a year or more.
* Promises to pay an estate’s debt from the personal funds of the executor. However, promises to pay such debt from the estate's funds are not subject to the statute of frauds.
* Contracts for the sale of goods above a specific dollar amount, typically $500.
* A contract in which one person promises to pay the debt of another person is considered a surety and is subject to the statute of frauds.
So when I tongue in cheek reference a really bad car, I'm talking about a car whose value is under $500. :)
[1] https://www.investopedia.com/terms/s/statute-of-frauds.asp
I have found this usage on legal websites, government websites and dictionaries. So while oral may be more accurate, it is still correct to say verbal contract.
People insist on formalities (of all kind) precisely in order to avoid these kind of lawsuits. Paying all those lawyers is not cheap.
> What's next?
It is not like this was some hapless chap who got suckered into a deal. They had a business relationship going on for years and they have agreed on similar deals with not much more than a thumbs up emoji.
> Common Law system is flawed.
What aspect of this story makes you think that?
It doesn't tell why you didn't answer: if you just didn't get around to answering yet or if you don't want to answer on purpose. (But of course it offers the suggestion of the latter. Hence "left me on read" being a thing where "no reply" is seen as an act of communication itself.)
But there is no situation in which it indicates approval.
So if anything, "double green check without any reply" could be interpreted as declining a contract offer. But even this would be a stretch, I think.
The more interesting case would be an X mark. While this is often interpreted as the opposite of a check mark there are contexts where it is affirmative. Best known example is probably election ballot papers. Not so well know nowadays is that the blind and illiterate used the X to sign contracts.
I don't think any average user would confuse the two and neither would a judge.
If it were the other party, I would (and have) asked for clarification. Surprise; there have been multiple instances of potential disaster caught early this way!
Most people (we deal with) are just working to get stuff done and have fun while doing so. I don't think I've seen any environment where people were suited up or addresses each other in a matter that's "formal"
It's pretty funny. The thumbs up was accepted by the court as an electronic signature.
---------------------
MR. JORDAAN: Objection. My client is not an expert in emojis.
MR. MARSCHAL: Okay.
Q.MR. MARSCHAL:But he does send emojis, correct?
A.Yes.
---------------------
5. On July 14, 2020, after discussing and agreeing on a contract with Chris Achter, I prepared a contract for the sale of 185 metric tons of durum wheat from Achter Ltd. to SWT for $312 per ton. I signed the contract and then took a photo of it using my cell phone and sent it to Chris. I messaged: “Please confirm terms of contract.” Chris texted me back: “Looks good”. Achter Ltd. delivered on this contract without issue. (Exhibit “B”)
6. On September 11, 2020, after discussing and agreeing on a contract with Chris, I prepared a contract for the sale of 131 metric tons of wheat from Achter Ltd. to SWT for a price of $284 per ton. I signed the contract and then took a photo of it using my cell phone and sent it to Chris. I messaged: “Please confirm terms of durum contract”. Chris texted me back: “Ok”. Achter Ltd. delivered on this contract without issue (Exhibit “C”).
7. On October 21, 2020, after discussing and agreeing on a contract with Chris, I prepared a contract for the sale of 395 metric tons of durum wheat from Achter Ltd. to SWT for a price of $308 per ton. I signed the contract and then took a photo of it using my cell phone and sent it to Chris. I messaged: “Please confirm terms of durum contract”. Chris texted me back: “Yup”. Achter Ltd. delivered on this contract without issue. (Exhibit “D”).
The flax contract...
10. I then called Chris about the potential flax contract. I said “I assume you talked to Bob about this” and Chris confirmed that he had spoken to Bob and wanted to enter into a flax contract for 87 metric tons of flax at $669 per ton. I told Chris I'd send the contract by text message and ask him to confirm he contract via text when it came through, which Chris agreed to do.
11. I then wrote up the contract for a purchase of 87 metric tons of flax for $669 per ton. I signed the contract, took a photo of it and texted it to Chris. I messaged: “Please confirm flax contract”. Chris tested back a thumbs up emoji. I understood this to be that Chris was agreeing to the contract. A copy of the contract and the text message is attached as Exhibit “E”.
Stock, grain, feed, etc has been routinely traded in yards, auctions, annual shows in large units ( a years worth of lambs, feed for six months ) on the basis of a price and amount agreed upon with terse affirmatives.
A nod, a handshake, a yep, a thumbs up have all been used to seal similar scale transactions in agriculture since formal law came into being making it a solid part of common law.
Background: market price went from $17 to $41 per bushel; the farmer didn't have it on hand; a crop failure possibility was later mentioned. [Maybe why the price increased?]
Note: the thumbs-up is just for assent - the parties still need to agree on terms etc (as they did here). In fact, the farmer argued that the flax contract differed from their previous durum contracts, because he didn't have it on hand, and usually required an "act of god" clause to cover crop failure - but crucially, the buyer didn't know this, so objectively, it would seem the same.
BTW: It's not binding: there's two higher courts in Canada. But the judge refutes the technical legal objections to this form of assent.
Usually for that, I use the actual word: "Agreed" or "Accepted".
Example::
1st instance:
- msg: contract sent
- reply: “Yes”
2nd instance:
- msg: contract sent
- reply: “I agree”
3rd instance:
- msg: contract sent
- reply: Thumbs up emoji
How conceptually emoji is different from your "agreed"?
Thumbs up is widely used to acknowledge receipt of a message without agreeing to anything contractually. It also has other meanings, such as ‘I like what you said’, and ‘that’s a good idea’. The ruling here does not represent a precedent over the meaning of the thumbs up emoji, nor does it confirm or deny any of the multiple common definitions for the thumb up emoji.
> He said: "I am satisfied on the balance of probabilities that Chris okayed or approved the contract just like he had done before except this time he used a thumbs-up emoji."
It does seem that the farmer has agreed to previous contracts in a "similar fashion" which is, apparently, what the judge based his decision on. It's easy to make commentaries here about how crazy this is when we do not have the full facts of the story.
Surely the "_except_ this time he used a thumbs-up emoji" means he did _not_ use the thumbs up to mean acceptance before?
In all those cases (and this case), I’d conclude exactly as the court did. I don’t think this was some kind of trickery being attempted by the plaintiff, but rather they made a completely reasonable conclusion that they had an accepted contract.
https://www.livelaw.in/pdf_upload/2023skkb116-480130.pdf
Cc: dan(g)
If Chris sincerely did not intend to sign the contract, he really should not have been in the habit of accepting contracts with a casual single-word reply in the first place. Had he insisted on a more formal process in prior negotiations with SWT, I doubt the judge would have granted summary judgement in this case (and SWT probably wouldn't have assumed the thumbs up was a signature).
[0] https://www.livelaw.in/pdf_upload/2023skkb116-480130.pdf
The professionalism of these services is poor. We don't even have the name of the person stirring up clickbait.
[0] The ABC is government funded, but still follows the same basic model as all the rest and it looks like they lifted this off Reuters.
Polluting a search indeed. On youtube, it feel like every search result, even if not news related, is filled with links to news. I just don't get it.
> it looks like they lifted this off Reuters.
The source of most news is the AP or Reuters. If the company wants to add their spin on a topic, they'll have their journalists add to the ap or reuters articles.
Or product reviews. I looked up “science of active noise cancelling headphones” to explain the science more easily to a friend, and 2/10 were actually what I wanted. The rest were “BEST HEADPHONES EVER?! What YOU need to know!”-type garbage.
I am not sure how much the future deliveries and spot prices diverge (I would expect savings on pre-purchasing), but there was potentially significant profit motivation for the seller to find any reason to back out of the deal.
I think that the assumption that a thumbs up is the same of a full contractual acceptance (vs "ok, I received it" or "contract looks good, let me now think about it") should only be made under a very specific and narrow context, that is, the party has a history of accepting contracts with brief sentences.
> In my opinion the signature requirement was met by the {{THUMBS UP}} emoji originating from Chris and his unique cell phone ... which was used to receive the flax contract sent by Kent. There is no issue with the authenticity of the text message which is the underlying purpose of the written and signed requirement of s. 6 of the SGA. Again, based on the facts in this case – the texting of a contract and then the seeking and receipt of approval was consistent with the previous process between SWT and Achter to enter into grain contracts.
> This court readily acknowledges that a {{THUMBS UP}} 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.
This case seems to turn on weather any of these past contracts were actually binding, and maybe they were if there was a clear enough response.
However,if both parties have crappy business processes that run without signatures, I would think that disputed signatures would default to non binding.
>Had he insisted on a more formal process in prior negotiations with SWT, I doubt the judge would have granted summary judgement in this case (and SWT probably wouldn't have assumed the thumbs up was a signature).
Similarly, if SWT had insisted on signed contracts, there wouldn't be any question of if these terms were accepted.
It seems like there is at least some contribution here.
> So in short, what we have is an uncontested pattern of entering into what both parties knew and accepted to be valid and binding deferred delivery purchase contracts on a number of occasions. It is important to note that each time Kent added to the offered contract “Please confirm terms of durum contract” and Chris did so 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. There can be no other logical or creditable explanation because the proof is in the pudding. Chris delivered the grain as contracted and got paid. There was no evidence he was merely confirming the receipt of a contract and was left just wondering about a contract.
The part I agree with is that giving a thumbs up too the specific request to “Please confirm terms of durum contract” is acceptance.
The part that doesn't sit well with me is the argument that past performance of delivery alone validates a contract.
I think I agree with the decision, but it is because the farmer affirmed agreement to the terms each time, not because making a delivery implies that existence of a contract.
There was a formal contract that was sent and the terms of that contract were held to after the farmer said "ok", and the farmer never denied that he intended to be held to the terms of the contract that he had been sent. It's pretty clear to me that everyone involved believed there was a contract in the prior cases.
I am highlighting a specific part of the judgement: how much delivering and receiving payment demonstrates contract agreement in a vacuum.
Delivery is evidence that "yups" signified contractual agreement. Delivery in absence the "yups" should not be construed as evidence of contractual agreement, at least not to the full terms specified.
Imagine a counterfactual without the "yups" but where Chris simply responded with "I will deliver the flax at that price".
>There can be no other logical or creditable explanation because the proof is in the pudding. Chris delivered the grain as contracted and got paid. There was no evidence he was merely confirming the receipt of a contract and was left just wondering about a contract.
To me this makes it sound like a pattern of behaving in accordance with one term in a contract can only be explained by agreement with the contract in its entirety.
But that's prerty clearly a contract. I agree to deliver goods in exchange for money, is still a binding contract even if you never sign anything.
So it may not be relevant for this case, but in general buying and selling without a contract saves you from having to pore through legal details.
I can totally see him approving an $80k deal with a thumb's up then turning into a lawyer when held to it.
Life is confusing to me, pretty much every day.
Dont pay anything until the very last minute and spend like there's no tomorrow, then when the credit eventually runs out and the tax man is knocking, declare bankruptcy and feign ignorance claiming for the rest of your life that the system was out to get you and youre just a victim of corruption.
The bar is low for be successful businesses . Lots of makeup on a pig. Ultimately, just do it.
He's probably just dragging his feet.
Yes.
The pluses aren’t interesting enough for me tell stories about on HN, so you’re getting a skewed image.
Just so we're all on the same page.
> A. An iPhone.
> Q. Good. Good. That’s the best kind of phone. So when you’re on your - - I have an iPhone as well.
What a funny exchange of pleasantries in cross examination…
I was a scout leader at the time, and one of the other leaders phoned another scout group to rent their building for our summer camp. They mentioned a price, he said "okay", intending to be "okay, I understood that's the price, let's discus" whereas they took it as "okay, I agree to this price, and we'll rent it".
Long story short, turns out verbal contracts like this very much are enforcible, and they were pretty adamant about enforcing it. Who knows if it would have held up in court, but just paying the "cancellation fee" was cheaper than lawyers,
Absolutely outrageous a volunteer non-profit organisation would squeeze another volunteer non-profit like this by the way; this was well before the planned date and the confusion came to light within days of the "okay", so they suffered basically zero damages. Bunch of twats.
It frankly seems like you're being willfully obtuse...
Assuming it was legal for teenagers to sign contract for work in porn (that's what "AV" means for the uninitiated), which is most likely not the case, then if she performed after answering "yep" or "okay", then one should expect her to perform again on a thumbs up. The "soul selling" aspect is another matter and the contract may be deemed invalid on these grounds, and if she were asked to do more than the usual performance, the ruling may change. Judges are not just robots running code, they care about context.
what i find most interesting is that the official court documents, which as we are familiar with are in a typewriter-like ascii plus some typographical symbols (like the section marker), contain the emoji in question. i appreciate the least common denominator format for official government documents. i find it quite something that they have reproduced the actual emoji symbol rather than restricting themselves to a description.
whereas even HN does not accept emoji in comments.