Businesslink
Is an Emoji as Good as Your Handshake?
Few emojis in text messages are as popular as the thumbs-up emoji. It's an easy way to acknowledge that you received someone's message when no words are needed. Or, to say, "Yes."
But, a recent court decision in Canada found the thumbs-up emoji was equivalent to a farmer's handshake.
Rusty Rumley, a senior staff attorney at the National Agricultural Law Center, says there are many cases where verbal assent is enough to constitute a contract.
"The emoji is new," he says.
What counts as a signature on contracts documented with only text and email communications is an area of the law that's still developing.
Tiffany Dowell Lashmet, author of the Texas Ag Law Blog and Texas A&M Extension associate professor, says she couldn't find a U.S. case where an emoji constituted agreement to a contract.
The details of the Canadian case mattered in the outcome, which could still be appealed, she explains.
Essentially, the farmer and the grain buyer had done a series of deals through text messages. Each time, the buyer would text an image of the contract that he had signed in ink to the farmer. The farmer would reply with "ok," "yup" or "looks good," and then deliver the grain as agreed.
The disputed deal took place in spring 2021. The buyer agreed to pay $17 per bushel for flax delivered in November, and the farmer responded with a thumbs-up emoji. But, when November came, the spot price of flax was $41 per bushel, and the farmer didn't deliver.
In court, the farmer argued that his thumbs-up emoji signified receipt of the contract, not agreement to it. But, in cases like this, Rumley says judges have a lot of leeway in interpreting the written record and likely looked at the history of transactions between the parties to interpret the disputed one.
Rumley urges farmers to think twice before using an emoji in a business context.
Lashmet also advises farmers to always sign a written contract, even if the terms were previously negotiated in a text message.
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