Thumbs-Up Emoji Means Yes to Contract
Better be careful using emojis in legal communications – especially if it happens during contract negotiations.
You might wind up consenting to something you don’t intend to.
For a cautionary tale, let’s turn to Saskatchewan, Canada, where a farmer’s thumbs-up emoji was ruled to constitute acceptance of a contract in a text exchange with a grain buyer.
This is so even though the farmer argued he “merely indicated he had received the contract, not that he agreed to its terms,” according to the ABA Journal. The farmer was ordered to pay $82,000 for not delivering the goods.
Read the June 8 opinion.
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Is Thumbs-Up the Same as Yes?
The following is from the Contracts section of CALI Lawbooks:
To accept an offer is to exercise the power that an offer creates. The Restatement (Second) includes sections defining acceptance and discussing the offeror’s control over the manner of acceptance:
§ 30. Form of Acceptance Invited
(1) An offer may invite or require acceptance to be made by an affirmative answer in words, or by performing or refraining from performing a specified act, or may empower the offeree to make a selection of terms in his acceptance.
(2) Unless otherwise indicated by the language or the circumstances, an offer invites acceptance in any manner and by any medium reasonable in the circumstances.
§ 50. Acceptance of Offer Defined; Acceptance by Performance; Acceptance by Promise
(1) Acceptance of an offer is a manifestation of assent to the terms thereof made by the offeree in a manner invited or required by the offer.
(2) Acceptance by performance requires that at least part of what the offer requests be performed or tendered and includes acceptance by a performance which operates as a return promise.
(3) Acceptance by a promise requires that the offeree complete every act essential to the making of the promise.
SOURCES: ABA Journal; CALI Lawbooks
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