Harvest is underway in wine country. During this season there is increased demand for skilled labor, transportation, and crush facilities. Buyers and sellers of fruit have a short window to make deals. A busy harvest season also lends itself to casual communication about crops, like this: 

Now, did you just tell your friend you are happy for him, or did you just commit to buying $30K worth of fruit?

According to at least one Canadian court, the thumbs-up 👍 emoji could qualify as acceptance of a contract. A recent decision from the Court of King’s Bench in Canada discussed the “new reality in Canadian society” facing courts as the forms of communication broaden.

The Canadian court examined a dispute between a farmer and grain buyer over an alleged contract for 87 metric tons of flax, to be delivered in November 2021. The grain buyer and farmer spoke by phone, and the buyer texted the farmer a photo of the contract signed by buyer for November delivery. The text message said “please confirm flax contract.” The farmer texted back a “thumbs-up” emoji.

Later, when November rolled around, the price of flax had gone up, and the farmer attempted to say that his “thumbs-up” in response to the buyer only signaled that he had received the contract, not that he had accepted it. The court also looked at the prior dealings between the farmer and buyer, noting that in prior contracts for durum wheat, the farmer had various formed agreements with the buyer employing similarly concise responses, including “looks good,” “ok,” or “yup.”

Here, the court ultimately found that yes, the “thumbs-up” was sufficient acceptance, and the farmer was ordered to pay C$82,000 for the unfulfilled contract.

Canadian law is not controlling in the United States. However, this case reminds us that as forms and methods of communication grow, U.S. courts may eventually find that an emoji can qualify as acceptance of an agreement.

So, during important business negotiations, consider the potential consequences of casually firing off that “thumbs-up” emoji to the other side. Finally, when in doubt, seek the advice of an attorney.

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