From Text to Court: When a Thumbs-Up Can Sign a Contract

Understanding How Digital Consent Creates Binding Agreements in Business

In an era dominated by texts, instant messages, and emojis, businesses must rethink what counts as a legally binding agreement. A Saskatchewan Court of Appeal case, Achter Land and Cattle Ltd v South West Terminal Ltd, 2024 SKCA 115, confirms that even a simple thumbs-up (👍) emoji can amount to acceptance of a contract. This decision underscores an important lesson for modern commerce: contract law is evolving to keep pace with how we communicate in today’s digital world.

The Case That Changed How We See Emojis

The dispute that sent a shockwave through the business world was very simple. It arose from a grain transaction. A grain buyer, South West Terminal Ltd., texted a contract to Achter Land and Cattle Ltd. (the seller) for 87 tonnes of flax and requested confirmation. Achter replied with a single thumbs-up emoji. When the flax was not delivered, the buyer sued for breach of contract.

The Court sided with the buyer and ruled that, in the context of their business relationship, the emoji clearly signalled an intention to be bound by the contract. The Court also held that the emoji satisfied the statutory signature requirement under the Sale of Goods Act, because it (i) identified the sender, and (ii) showed an intention to be bound by the contract. The Court awarded damages of over $82,000 to the buyer. On appeal, the seller argued that an emoji could not count as a signature. The Court of Appeal disagreed, ruling that in context, the thumbs up clearly communicated acceptance.

Digital Consent Is the New Normal

Canadian courts are increasingly looking beyond formality and focusing on what the parties objectively intended. The thumbs-up decision does not stand alone. Canadian courts have been steadily recognizing electronic forms of consent for years:

• Clicking “I agree” on a website can create a binding contract. This was the outcome in Quilichini v Wilson’s Greenhouse , 2017 SKQB 10.

  
  

• Typing your name at the end of an email can function as a signature, as confirmed in Johal v Nordio, 2017 BCSC 1129.

  
  

That said, stricter formal requirements still apply in certain areas, such as real estate transactions (Ross v Garvey, 2025 BCSC 705).

Steps to Protect Your Business

The guiding principle is simple: substance over form. Any electronic act that identifies the sender and objectively shows an intent to be bound may form a valid contract.

To avoid finding yourself in a “contract by accident,” follow these digital best practices:

• Watch Your Language (and Emojis): Treat every text, email, and emoji, especially in transactional communication, as if it is on company letterhead.

• Professional Signing Platforms: For high stakes deals, move the conversation away from casual mediums. Use verified and secure platforms such as DocuSign or Adobe Sign to ensure there is no ambiguity.

• Standardize Employee Training: Train staff to recognize that casual digital responses can carry legal consequences.

• Use disclaimers: Include disclaimers or standardized language to indicate when negotiations are not yet final. For instance, if you are still negotiating, explicitly state: “This is a proposal only and is subject to a formal written agreement.”

Conclusion

The Achter Land and Cattle Ltd v South West Terminal Ltd case sends a clear message: in the digital age, a thumbs-up can mean “I agree.” Businesses that rely on informal messaging must ensure their intentions are clearly communicated and properly documented.

In modern commerce, it is not the medium that creates a contract, but the intention behind it. Whether it is a 100-page document or a single emoji, intention establishes a contract. In a world where business moves at the speed of a text, clarity is your best legal defence. Ignore that reality, and a single emoji could end up costing far more than you expect.

Disclaimer: This post is for informational and educational purposes only and does not constitute legal advice. For advice regarding your specific circumstances, please consult a legal practitioner.