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Canadian judge says thumbs-up emoji amounts to contract acceptance

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Re: Canadian judge says thumbs-up emoji amounts to contract acceptance

#21

Post by not_a_pipe »

leakycap wrote: post #4

Recent Canadian court rulings have made me wonder if I live in an extremely US-system mindset; it is hard to understand the logic here. The buyer was concerned about this transaction, it seems - they sent a message asking: “please confirm flax contract” In response they did not get a contract. They got a thumbs up. What's next, text a thumbs up to a car salesman who is trying to get you to agree to a deal and now you…

I think the reasoning is that on balance the thumbs up is more likely considered an acceptance than not. The lack of follow up on the sellers side supports the interpretation that they accepted, because if they had any concerns then surely they would have raised them?

Re: Canadian judge says thumbs-up emoji amounts to contract acceptance

#22

Post by JohnFen »

LinuxBender wrote: post #2

Would this be equivalent to a "gentlemen's agreement" ? Is that a thing in Canada? It was or is in England AFAIK. I don't think that would work in the US. It is still not clear to me how legal documents on document sharing platforms are legally enforceable when signed by clicking buttons. I would expect a public notary to show up with hard copies for me to sign and photo-copy my state ID but that is not consistent an…

> I don't think that would work in the US.

I think it would. Verbal and "casual" contracts are binding in the US. The reason it's advised not to do business that way is the difficulty in proving the contract was agreed to in court, not that such contracts aren't valid.

Re: Canadian judge says thumbs-up emoji amounts to contract acceptance

#23

Post by mcpackieh »

paxys wrote: post #17
wnolens wrote: post #14

I don't know, I actually agree with the farmer here > “I did not have time to review the Flax Contract and merely wanted to indicate that I did receive his text message.” That is often how I use it on facebook messenger since it's so conveniently placed. It's fine that a verbal agreement is binding, but you should have to utter the sentence "I agree with the terms" or when asked a question with a yes/no answer, reply…

Courts judge intent, not technicality. If the farmer had replied "yes" and later said "oh I actually meant yes I will read the contract later" would you buy that excuse as well?

If you're going to change the farmer's response to make the point, you might as well change it to "I agree with this". He didn't say that, he didn't say yes. He gave a thumbs up.

Imagining some counterfactual in which he said something he didn't actually say is a nonsensical way of determining his intent.

Re: Canadian judge says thumbs-up emoji amounts to contract acceptance

#24

Post by btilly »

LinuxBender wrote: post #2

Would this be equivalent to a "gentlemen's agreement" ? Is that a thing in Canada? It was or is in England AFAIK. I don't think that would work in the US. It is still not clear to me how legal documents on document sharing platforms are legally enforceable when signed by clicking buttons. I would expect a public notary to show up with hard copies for me to sign and photo-copy my state ID but that is not consistent an…

It is still not clear to me how legal documents on document sharing platforms are legally enforceable when signed by clicking buttons.

https://www.upcounsel.com/three-key-elements-of-a-binding-co... explains the basics. At its heart:

1. There must be an offer.

2. There must be evidence that it was accepted.

3. There must be consideration - each side potentially gets something of value to them.

If all of those elements exist, it is a legally binding contract under Common Law. (Unless, of course, some law says that it isn't. For example you can't be held to a contract to break the law, and verbal contracts are often not binding in real estate.)

I am not a lawyer, this is not legal advice.

Re: Canadian judge says thumbs-up emoji amounts to contract acceptance

#25

Post by dragonwriter »

LinuxBender wrote: post #2

Would this be equivalent to a "gentlemen's agreement" ? Is that a thing in Canada? It was or is in England AFAIK. I don't think that would work in the US. It is still not clear to me how legal documents on document sharing platforms are legally enforceable when signed by clicking buttons. I would expect a public notary to show up with hard copies for me to sign and photo-copy my state ID but that is not consistent an…

> Would this be equivalent to a "gentlemen's agreement"? Is that a thing in Canada? It was or is in England AFAIK. I don't think that would work in the US.

No, in the US as is the case in most common law countries, as long as their is evidence supporting offer and acceptabce of an agreement with intent to be bound, consideration, etc., the form of either the agreement or the offer and acceptance of the agreement isn’t important, other than specific exceptions requiring particular form for certain kinds of contracts to be valid.

> I would expect a public notary to show up with hard copies for me to sign and photo-copy my state ID but that is not consistent any more, or at least since Covid.

The federal E-Sign Act was passed in 2000 (though COVID waa a big boost in people taking advantage of it), but that made electronic signatures valid where the law required signatures for a contract, it wasn’t necessary for the general case of contract law, where signatures on a written agreement are nice to have evidence of the content of the agreement and the offer and acceptance thereof, but not in any way required.

Re: Canadian judge says thumbs-up emoji amounts to contract acceptance

#26

Post by shkkmo »

TheCoelacanth wrote: post #15
leakycap wrote: post #4

Recent Canadian court rulings have made me wonder if I live in an extremely US-system mindset; it is hard to understand the logic here. The buyer was concerned about this transaction, it seems - they sent a message asking: “please confirm flax contract” In response they did not get a contract. They got a thumbs up. What's next, text a thumbs up to a car salesman who is trying to get you to agree to a deal and now you…

A key detail here is that they had competed numerous similar transactions in same way. This never would have been considered a contract in a normal scenario.

In a similar way in that text messages were used, but not the "same" because the thumbs up emoji had not been used in the past to express agreement.

Re: Canadian judge says thumbs-up emoji amounts to contract acceptance

#27

Post by serf »

paxys wrote: post #17
wnolens wrote: post #14

I don't know, I actually agree with the farmer here > “I did not have time to review the Flax Contract and merely wanted to indicate that I did receive his text message.” That is often how I use it on facebook messenger since it's so conveniently placed. It's fine that a verbal agreement is binding, but you should have to utter the sentence "I agree with the terms" or when asked a question with a yes/no answer, reply…

Courts judge intent, not technicality. If the farmer had replied "yes" and later said "oh I actually meant yes I will read the contract later" would you buy that excuse as well?

i'd buy that argument more if there were some official dictionary of emoji meanings -- but aside from their actual :tag: name, there isn't.

Has no one else encountered older siblings/parents/grandparents misusing emojis accidentally just for the sake of keeping up on the social treadmill?

I sure as hell have.

It's a common enough thing that there is an 'It's Always Sunny in Philadelphia' episode that partially revolves around the misinterpretation of emoji meanings.[1]

[1]: https://www.imdb.com/title/tt6362508/

Re: Canadian judge says thumbs-up emoji amounts to contract acceptance

#28

Post by [deleted] »

paxys wrote: post #17
wnolens wrote: post #14

I don't know, I actually agree with the farmer here > “I did not have time to review the Flax Contract and merely wanted to indicate that I did receive his text message.” That is often how I use it on facebook messenger since it's so conveniently placed. It's fine that a verbal agreement is binding, but you should have to utter the sentence "I agree with the terms" or when asked a question with a yes/no answer, reply…

Courts judge intent, not technicality. If the farmer had replied "yes" and later said "oh I actually meant yes I will read the contract later" would you buy that excuse as well?

[deleted]

Re: Canadian judge says thumbs-up emoji amounts to contract acceptance

#29

Post by LinuxBender »

JohnFen wrote: post #22
LinuxBender wrote: post #2

Would this be equivalent to a "gentlemen's agreement" ? Is that a thing in Canada? It was or is in England AFAIK. I don't think that would work in the US. It is still not clear to me how legal documents on document sharing platforms are legally enforceable when signed by clicking buttons. I would expect a public notary to show up with hard copies for me to sign and photo-copy my state ID but that is not consistent an…

> I don't think that would work in the US. I think it would. Verbal and "casual" contracts are binding in the US. The reason it's advised not to do business that way is the difficulty in proving the contract was agreed to in court, not that such contracts aren't valid.

I probably worded that poorly. By not working what I meant was that there are a lot of disingenuous people and we are very litigious in the US. I can't imagine verbal contracts being honored by the majority unless there are many witnesses. I mean, people dispute their actions even when caught on multiple cameras.

It's just been my experience probably based on the best practices you describe that I always had to have a notary and physical ID for anything involving significant liabilities. But even significant liabilities now seem to just be digital which seems risky to me. Perhaps Covid pushed banks into accepting those riskier liabilities.

Re: Canadian judge says thumbs-up emoji amounts to contract acceptance

#30

Post by shkkmo »

JohnFen wrote: post #16
wnolens wrote: post #14

I don't know, I actually agree with the farmer here > “I did not have time to review the Flax Contract and merely wanted to indicate that I did receive his text message.” That is often how I use it on facebook messenger since it's so conveniently placed. It's fine that a verbal agreement is binding, but you should have to utter the sentence "I agree with the terms" or when asked a question with a yes/no answer, reply…

I disagree. The thumbs-up was in response to the very clear request "please confirm flax contract." In that context, I think 99% of people would take that as confirmation of the contract rather than an "I got your message" response. But it does underline your point, which is correct: when it comes to contracts, it's wise to be as painfully clear as possible.

Well, you can put me in that 1%.

I think it was reckless of the buyer to assume that the contract was approved and to not ask and confirm that the contract was agreed to.

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