A Thumbs-Up Emoji Can Mean Consent to Enter Into a Contract

Key Takeaways

Using a thumbs-up emoji can be interpreted as giving consent to enter into a contract. This was the conclusion of a Canadian appellate court, which ruled that a company must fulfill a commercial contract. Emojis are also recognized by French courts as valid forms of communication.


Emojis are pictograms widely used in instant messaging to convey emotions (smile, laughter, anger, approval), describe situations, or identify objects. However, as a recent Canadian court decision illustrates, emojis can have legal consequences. French courts also recognize emojis as elements of communication, with legal implications.


1. The Thumbs-Up Emoji Interpreted as Consent to a Contract

A case in Saskatchewan, Canada, involved a farmer and a cooperative. The cooperative sent a photo of a flaxseed purchase contract via text message to the farmer, accompanied by the message, “Please confirm the flax contract.” The farmer replied with a thumbs-up emoji.

When the farmer failed to deliver the goods, the cooperative sued for breach of contract.

The cooperative argued that the thumbs-up emoji signified the farmer’s agreement to the contract. The farmer, however, contended that no valid contract had been formed and that the emoji could not be interpreted as consent to a contract.

On December 16, 2024, the Saskatchewan Court of Appeal upheld the lower court's decision, ruling that the thumbs-up emoji could indeed be interpreted as valid consent to the contract. The court noted that the relationship between the parties and the context of the exchange influenced its decision.

In this case, the farmer and the cooperative had previously communicated about the delivery of the farmer’s harvest to the cooperative. The thumbs-up emoji, in response to the contract sent via text, was interpreted as valid consent to the agreement, even in the absence of a handwritten or electronic signature.

As a result, the farmer was ordered to compensate the cooperative for failing to fulfill the contract. (1)


2. Emojis Are Also Recognized by French Courts

A similar decision could have been made in France, as French courts have also recognized the binding nature of emojis.

For example, in a ruling on September 26, 2024, the Angers Court of Appeal upheld that an employee had agreed to an amendment to his employment contract by responding to his employer with an emoji. According to the court: “... the director of Fremavi sent a message to the employee indicating an error in the classification and proposed signing a new contract or amending the page, to which Mr. W. agreed with an unambiguous emoji at the end of the message (…)” (2)

In other cases, often involving disputes between employers and employees, courts have ruled that emojis used in text exchanges may constitute harassment. (3)


      After recognizing the evidentiary value of SMS and other instant messages, courts now acknowledge the potential legal enforceability of emojis. It is crucial to exercise caution when using instant communication methods, such as text messages or WhatsApp, particularly in professional contexts. Although less formal than emails or letters, these communications - especially when accompanied by emojis, can be construed as binding as  more traditional means of communication. Depending on the circumstances, such messages may be interpreted as consent to contract, to terminate a contract, or even as harassment. These communications may later be submitted in court and hold the sender liable.

(1) Achter Land & Cattle Ltd. v. South West Terminal Ltd., Court of Appeal for Saskatchewan, Dec. 16, 2024 (2024 SKCA 115, CanLII).

(2) Angers Court of Appeal, Labor Division, Sept. 26, 2024, No. 21/00594, M. NW v. SAS Fremavi.

(3) See in particular: Douai Court of Appeal, Dec. 22, 2023, No. 22/00986, M. PG v. SARL Du Vignoble Au Verre.

Bénédicte DELEPORTE
Avocat

Deleporte Wentz Avocat
www.dwavocat.com

January 2025