The (Legal) Power of Emojis👍
In today's digital age, our modes of communication have expanded beyond traditional methods. From emails to text messages, we express ourselves using a wide range of tools, including emojis. However, a recent CNN Business article outlined a 2021 court case in Canada where a seemingly innocuous emoji held significant legal implications.
In March 2021, court documents shed light on a contractual dispute between a Canadian farmer and corporate grain
purchasers. The conflict arose when the farmer failed to deliver 86 metric tons of flax as per the agreed contract. The controversy centered around a single text message and an emoji. The text message exchange between the corporation and the farmer involved a proposed contract for the sale of flax at $17 per bushel, to be delivered in November. The corporation drafted the contract, which the representative signed and then sent as a photo via cell phone to the farmer, requesting confirmation. In response, the farmer used a "thumbs-up" emoji to acknowledge the receipt of the contract.
However, the farmer did not deliver the flax as agreed. By November, the market price for flax had
significantly increased to $41 per bushel. The corporation argued that the farmer’s use of the emoji
constituted acceptance of the contract, while the farmer claimed it merely indicated receipt and not
agreement with the contract terms.
The judge considered the context, previous dealings between the parties, and the intention behind the emoji. While the farmer’s counsel argued against interpreting the emoji as acceptance, the judge concluded that, based on the balance of probabilities, the "thumbs-up" emoji signified approval of the contract. The judge emphasized that a reasonable bystander, aware of the parties' history, would perceive the emoji as an agreement. Consequently, the judge ruled that the farmer owed the corporation $82,000, plus interest and costs, for failing to deliver the flax.
The November/December 2019 issue of The Federal Lawyer, a publication by the Federal Bar
Association, examines the rise of cases involving emojis referencing the United States v. Westley,
Commonwealth v. Castano, and the Silk Road trial. Each case incorporated the use of emojis which were used to establish probable cause or communicate intent.
Clear Communication Recent cases emphasize the importance of clear and unambiguous
communication, particularly in legal matters. Parties should strive to avoid any potential
misinterpretations or misunderstandings.
Context Matters Understanding the context of a communication exchange is crucial. In the
Canadian flax, the judge considered the parties' previous dealings, the nature of their
relationship, and the specific circumstances surrounding the contract.
Professionalism in Digital Communication While technology allows for more informal communication, professionals must maintain a level of professionalism when conducting business digitally. Be aware of the potential legal implications of your words, including emojis.
Review Contracts Thoroughly Whether you're using traditional signatures or digital forms of acceptance, it's essential to review contracts thoroughly and ensure clarity on terms and conditions. Seek legal advice when necessary.
“As professionals, we must adapt to the changing landscape of communication while remaining mindful of the legal implications involved,” says WBW partner Joe Cargile. “These examples serve as a reminder that even seemingly insignificant details, like an emoji, can impact contractual agreements.”