A Canadian court 
has recently ruled that a “
” emoji is a legally valid acceptance 
for the purposes of forming a contract 
.
In an application for summary judgment, the plaintiff South West Terminal Ltd argued that it had validly contracted with Achter Land and Cattle Ltd and was therefore owed damages
for breach of a contract relating to the sale of flax, which the defendant had failed to deliver 
in line with the terms of their agreement 
. A representative of the Defendant had responded to a text 
containing copy of the contract with a “” emoji, but contended this did not constitute acceptance of terms.
There were two main questions considered
. First, 
what meaning the emoji conveyed in the circumstances, and second 
whether the emoji could itself be legally binding.
First , it was held that the “” emoji was an alternative means of communicating approval. Therefore, when the defendant responded with , this was an approval of the terms of the contract rather than an acknowledgment that it had been received . Instead of identifying what the defendant intended to express in his message, the question was what an independent, reasonable bystander would infer from it. It was held that the reasonable bystander would conclude that the represented an approval of the contract’s terms.
On the second question, it was held that the emoji was a valid “action in electronic form”, meaning it is capable of expressing acceptance 
. The Defendant resisted on the grounds of public policy, on the basis that accepting the use of that emoji would open the floodgates 
to all sorts of claims concerning the interpretation of different emojis 
. While the judge acknowledged this might be the case, he concluded it was not the role of the court to “attempt to stem the tide of technology” 
.
While the use of the emoji is not a traditional means of signature , this result widens the interpretation of what is legally valid and how parties can find themselves bound 
by contractual terms .
If you have any concerns regarding your contractual obligations, please drop Ailsa Clelland or Tammy Evans a line and they will be happy to help.
You may also be interested in the page about our contract lawyers and how they could help you with contractual dispute resolution if needed.
