Sask. company asks Supreme Court to rule on if thumbs-up emoji makes contract legally binding
Still unknown whether case will be heard
A Saskatchewan agricultural company is asking Canada's highest court to rule on whether responding to a contract proposal with a thumbs-up emoji is a legally binding signature.
Achter Land & Cattle Ltd, which grows and sells grain, previously unsuccessfully appealed a 2023 decision from the Saskatchewan Court of King's Bench that stated the grower had agreed to sell flax to a grain buyer from South West Terminal (SWT) when he responded with a thumbs-up emoji to a text containing photos of a $58,000 contract.
Achter had sold grain to SWT since about 2012, according to court documents, and had responded with short phrases like "ok," looks good," and "yup" to previous contracts, which were subsequently honoured.
The seller is now requesting that the Supreme Court of Canada consider whether a thumbs-up emoji or similar message, combined with metadata that indicates who sent the text message, can be a legally binding signature.
"This case raises an issue of national and public importance of what constitutes an electronic signature in the digital age," the company said in its notice of application.
It is also arguing the Supreme Court could provide guidance on what constitutes a valid electronic signature, and how the shift to digital and electronic communication will affect daily commercial transactions in Canada.
The prior decision, the leave to appeal says, "eliminates any meaningful distinction" between signing a document and expressing agreement with the thumbs-up emoji.
It is unclear if the Supreme Court will hear the case.
Josh Morrison, counsel for SWT, disagreed that the case is an issue of national importance.
"The facts here are unique because this was not a one-off contract that was entered into in this fashion, it was a pattern of contracting that is not as likely to repeat itself in other places," Morrison said.
"There's nothing, in my mind, novel. I mean, the only reason this case was headline grabbing was because it was a thumbs-up."
CBC contacted Achter Land & Cattle for an interview, but did not receive a response.
How we got here
In March 2021, an SWT employee named Kent Mickleborough sent a photo of the front of a double-sided contract to Chris Achter, the owner of Achter Land & Cattle, with a delivery period listed as "Nov."
Court documents show Achter responded with a thumbs up emoji, but did not deliver 87 metric tonnes of flax in November, priced at $17 per bushel, as promised.
By November, the price of flax had more than doubled.
The Court of King's Bench ruled in 2023 that Achter Land & Cattle must pay SWT the difference, about $82,200 in damages, plus interest, because of the breach of contract and other costs.
Saskatchewan's Court of Appeal upheld that decision in December 2024. In that decision, the court said that any changes to the laws around signatures must be decided by the Legislature.
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