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Farmer ordered to pay after judge says thumbs-up emoji amounts to contract acceptance
(www.theglobeandmail.com)
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this post was submitted on 06 Jul 2023
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I don't think this is particularly surprising. Handshakes can form legal contracts, and contracts can be formed orally. There's no reason why an image couldn't indicate acceptance of a contract, generally speaking (certain specific types of contract may require additional formalities).
While true, these are terrible forms of contract agreement for anything of value, and specifically when there are no witnesses. One person could easily claim that "I heard them say something else" or "We didn't shake on anything!".
As for emojis, you can interpret them in 101 ways, and that's assuming both parties are using the same emoji icon set! Some look different depending on the platform, and some have completely different meanings without even knowing it! When I get an emoji on my business email, it doesn't even show up as an emoji!
A "thumbs up", in my book, is not an agreement to a contract. I want a clear written acknowledgement and/or a signature. Anything less could be hard to prove or completely denied as even happening.
Completely agree, and anyone with any foresight would insist on something more robust. But very often the courts have to deal with situations where the parties did not have that foresight and instead proceeded to do business with one another on the basis of informal or very flimsily documented arrangements. And it falls to the court to look at what little evidence there is and determine (to the extent they can) whether there was an agreement and, if so, what the agreement entailed.
You would actually be surprised just how much business is conducted like this.
I'm sure I'd be surprised!
To be honest, I feel that the defendant's argument that “I did not have time to review the Flax Contract and merely wanted to indicate that I did receive his text message.”, is valid, since he interpreted the thumbs up as a sign of acknowledgement, not an acceptance to the contract.
The courts, however, used a third party's interpretation of what the emoji could mean, which I don't think was right.
"Achter’s lawyers argued that allowing an emoji to act as a signature or acceptance for contracts would open the flood gates for cases interpreting the meaning of the images."
I totally agree with that sentiment.
Imagine texting your spouse various food emojis, including an eggplant, hot dog, banana, and peach, as you were at the grocery store. Your spouse comes back with a thumb's up emoji. Would the courts say that the spouse was agreeing to consensual sex or a shopping list? There are so many ways I can see this ruling creating problems where none currently exist.
Context matters and I'd call this a straw man argument.
What context would the court need to give them enough information to pass a judgment?
Context 1) Spouse at the grocery store: "I was at the grocery store, felt horny, and texted my wife some emojis that implied some sexy time later. She replied with a thumbs up!"
Context 2) Spouse who received the text: "My husband, who was at the grocery store, texted me food emojis, which I thought was a grocery list, so I gave them a thumbs up to approve the list!".
In the specific case given by the OP, the person who sent the thumbs up said that they did so to acknowledge the receipt of the contract, not that they approved the contract. That would be enough context for me to understand that they did not intend to use the thumbs up to "sign" the contract.
It should have been up to the court to recognized that unless both parties understand the method of agreement for this given contract, that it could not have possibly been binding.
The article further states that the defendent had agreed to many previous contracts in such a manner.
No one has a fucking contract for consensual sex you incel. Plus you obviously have never participated in any kind of contract or business relationship. You typically do not need to have a signed, witnesses and notarized contract for "routine" business relationships and it's obvious in this case that they had an existing relationship that the farmer was trying to back-out of because he figured out he could make more money elsewhere.
For your final point
It should have been up to the court to recognized that unless both parties understand the method of agreement for this given contract, that it could not have possibly been binding.It was, and based on the prexisting business relationship and prior contracts agreed to via text, it was OBVIOUS that the "thumbs up" was intended to confirm the informal agreement.The article did not say that he had ever used 👍 previously in text to accept a contract. It says that according to the guy who sued him, he had responded through text message in the past to accept a contract.
Calm down, buddy.
Consensual sex requires a clear YES, or else it's a NO. Is a thumbs up a yes? Even if the "yes" was for something totally out of context? Do you see why relying on an Emoji is simply too vague to be serious?
Hundreds of professional transactions worth millions of dollars. Large orders REQUIRE a company issued purchase order with specific dates for delivery, billing and shipping addresses clearly listed, a refernce to a quote (if one was given), and a contact person. It does not need to be signed, but most are, depending on where it's coming from.
I've never heard of a professional business using Emojis to conduct business or to sign off on large contracts.
Yes, this is something i clearly missed/misread, so my understanding of this case is notably inaccurate. Totally my bad. 🤦♂️
The article says that according to the guy who sued him, he had accepted the terms of a contract through text message.
However, it doesn't say that according to the guy that sued him, he had accepted a contract specifically through the sending of 👍 in a text message in the past.
When it comes down to it, is the thumbs up emoji really that different than a "yes," "X," or a signature? In the past people just gave their mark when agreeing to something and it doesn't appear that there were any standards as to what that mark would be. If someone hands you a contract and you write an 'X' on the signature line, how does that differ from an actual signature?
Letters and language are meant to convey meaning and it seems that meaning was conveyed here. Someone else also commented that this person had a history of using the emoji to agree to things which just lends further credence to my point.
I think the argument is that both parties need to be clear that they understand what an acceptable form of approval would be. If that's an "x", or a signature, or a verbal approval, great, but both parties need to agree to this.
In this case, it's clear that the defendant didn't intend to use the thumbs up as an approval of the contract, so the courts should have been on his side.
Plus, for an $80,000 contract, you'd think there would be at least another confirmation that the order was placed or to confirm a day/time that delivery would be made? It almost feels like the plaintiff was banking on tricking the defendant into agreeing to something by accident, rather than being a professional about it.
I think it's pretty clear he did intend the emoji to mean he agreed to the contract as he'd done this multiple times prior. It seems the only difference in this instance is that when it came time to deliver, the market price was higher meaning he could sell it for more money if that contract didn't exist. If he had no intention of following through and that the emoji only meant he "acknowledged receiving the contract", why didn't he ever once indicate his intent to the buyer in the 5 months between receiving the contract and the delivery date (which was outlined in the contract as indicated in the article).
You claim you suspect the plaintiff was trying to trick the defendant (by agreeing to give him $80k for grain?) but to me it seems like the opposite. It seems like the defendent was trying to give himself room to weasel out of the agreement if it meant more money in his pocket and by giving a someone ambiguous response, attempted to set up plausible deniability if it ever came to this. It didn't work out for him though.
Holy actual shit, this entire time i thought the thumbs up guy was the BUYER, not the seller! LOL That makes way more sense, now 😂
I think the personal historical context between the two parties is the important part here. Reading the article, I get the impression that this was not the first instance of these two conducting business in this way.
If the buyer has previous experience with the seller responding to a contract with a thumbs up and then processing to fulfill that contact, why wouldn't they interpret that as acceptance in this case?
To use your own analogy, it would be like a couple who regularly texts 🍌🍆🥒🌭🍑🌋💧🏔️ - 👍 to indicate sexy times having one party reinterpret that meaning suddenly when it's convenient for them.
A single character emoji could easily be a typo as well.
Agree in that while verbally is fully a contract it is hard to verify unless recorded and possibly witnessed. Point being it is as legal as a written which many people do not understand.
As for the thumb up emoji, this particular person has used it in past and had a history of using it to approve services. In that context I think it is fully legitimate to hold him to it. Barring that, yes I agree on most cases it will not suffice as a legal document. It is much the same way a China often uses English for legal contracts as their written language has too many interpretations.
I think this is the key. Since he has used the thumbs up in the past to agree to a contract, he's fully aware of the connotations of using it. Had there not been that understanding, I would have given him the benefit of the doubt.
👍 can also be sarcastic, like your contract is so dumb, I'm not even properly replying to it. Such a dumb ruling.
Don't make snap judgements about rulings. Especially just on article titles. In this particular case the defendant had a history of using 👍to accept a contract. Had done it NP a dozen times before. He was trying to use a technicality to weasel out of breaching a contract when he couldn't fulfill it.
The article doesn’t say that. It says that according to the guy who sued him, he used text message before to accept a contract. It doesn’t say that he had ever responded to a contract with a thumbs up emoji before.
“Mickleborough said the emoji amounted to an agreement because he had texted numerous contracts to Achter, who previously confirmed through text message and always fulfilled the order.”
No mention of thumbs up emoji having been used prior to this particular thumbs up emoji incident.
I wonder what amount of damages he was ordered to pay?
$82000CAD
Oof.
You've got a point, there's some danger here, but I would have zero sympathy if someone ignored the fact that sarcasm isn't communicated well in text.
I don't know, I think a thumbs up is clear acceptance tbh.