A Canadian farmer owes CA$82,000 ($61,442) for breach of contract after using a “thumbs-up” in a text

In March 2021, a case was brought before the King’s Bench for Saskatchewan involving South West Terminal, Ltd. (SWT), grain purchasers, and farmers Bob and Chris Achter.

The dispute arose from a text message sent by SWT to grain suppliers, expressing interest in purchasing flax for $17 per bushel with delivery scheduled for October, November, or December of that year.

After phone conversations with the Achters, SWT drafted a contract for Chris Achter to sell 86 metric tons of flax to SWT at the agreed price, with delivery expected in November.

The SWT representative signed the contract and sent a photo of it via cell phone to Chris Achter, accompanied by a message requesting confirmation.

In response, Achter allegedly replied with a “thumbs-up” emoji, as per the court documents. However, Achter failed to deliver the flax in November 2021, by which time the price of flax had risen to $41 per bushel.

The SWT representative claimed in court documents that he had previously executed at least four other contracts with Achter through text messages, with the only difference this time being the use of the “thumbs-up” emoji instead of other affirmative responses like “ok” or “yup.”

However, Achter disputed the significance of the emoji, stating that it merely confirmed receipt of the contract and did not imply agreement with its terms.

He asserted that he expected the complete contract, including the full terms and conditions, to be sent to him for review and signing through fax or email.

Achter’s counsel argued that accepting the “thumbs-up” emoji as a substitute for a signature could lead to interpretational challenges with various other emojis, potentially inundating the courts with similar cases.

Additionally, Achter claimed that he would never sign a contract without an Act of God clause, as stated in the court documents.

The judge acknowledged that it appeared the deal was at least verbally agreed upon but ruled in favour of SWT, stating that Achter owed them CA$82,000 ($61,442) plus interest and costs for failing to deliver the flax.

In summary, the court case involved a dispute over whether the use of a “thumbs-up” emoji constituted a valid acceptance of a contract.

The judge determined that the deal was verbally struck, and Achter was found liable for not delivering the flax as agreed upon.

He wrote, “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 emoji. In my opinion, when considering all of the circumstances that meant approval of the flax contract and not simply that he had received the contract and was going to think about it. In my view a reasonable bystander knowing all of the background would come to the objective understanding that the parties had reached consensus ad item – a meeting of the minds – just like they had done on numerous other occasions.”