Canadian judge says thumbs-up emoji amounts to contract acceptance • Hacker News Board

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

#61

Post by bshipp » Thu, Jul 06, 2023, 7:53 PM UTC

I've worked in agriculture all my life and a case like this doesn't surprise me in the least, nor does the inevitable responses in social media that infantalize farmers as dumb hicks who have to be protected from themselves. If you're responding to a buyer offering an $57,000 contract with an emoji you're not acting very professionally. This is nothing more than seller's remorse. You'd better believe that this farmer would be threatening lawsuits if the price for flax had fallen in the meantime and the buyer was the one arguing about the thumbs-up signal. Regardless, this shouldn't have been an issue at all if the farmer had adequately hedged his position with an offsetting buy option at the sale price that would have captured any significant price movement (outside of any basis shift).

This farmer was playing loose with risk management and wanted someone to eat his $25,000 mistake (higher $82K later crop value minus original approx $57K contract value at $17/bu for 86 tonnes).

The more I think about this, the more I'm convinced that this farmer completely forgot about the sale agreement and this argument about the emoji was a post-hoc invention by his lawyer to try and weasel out of paying the terminal $82,000. This amount of flax is likely grown on about a quarter section in Saskatchewan, or 160 acres. The average grain farm size is almost 1,800 acres, so this size would be less than 10% of the total harvested area, and many farms are double and triple that size. Easy to forget about six months after the text exchange.

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

#62

Post by dzhiurgis » Thu, Jul 06, 2023, 7:53 PM UTC

Isn’t the whole point of paper/pdf contract is to have an actual signature on it?

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

#63

Post by drc500free » Thu, Jul 06, 2023, 9:25 PM UTC

> So in short, what we have is an uncontested pattern of entering into what both parties knew and accepted to be valid and binding deferred delivery purchase contracts on a number of occasions. It is important to note that each time Kent added to the offered contract “Please confirm terms of durum contract” and Chris did so by succinctly texting “looks good”, “ok” or “yup”. The parties clearly understood these curt words were meant to be confirmation of the contract and not a mere acknowledgement of the receipt of the contract by Chris. There can be no other logical or creditable explanation because the proof is in the pudding. Chris delivered the grain as contracted and got paid. There was no evidence he was merely confirming the receipt of a contract and was left just wondering about a contract.

....

> I find this to be very similar to the durum contracts referred to above including Kent’s use of the phrase “Please confirm flax contract” (the only difference being the use of the word flax instead of the word durum) and this time instead of words like “ok”, “yup” or “looks good” being texted by Chris – a commonly used emoji was texted by Chris.

This is the key finding in the Judgement[1] for how the judge resolved the ambiguity, including important context missing from TFA. The parties had done business together for ten years, and had executed contracts via text message on three previous occasions. In all three previous cases, the seller responded with something terse and then delivered on the contract.

[1] https://www.canlii.org/en/sk/skkb/doc/2023/2023skkb116/2023s...

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

#64

Post by GloomyBoots » Thu, Jul 06, 2023, 10:21 PM UTC

NikolaNovak wrote: post #43

throwaway09223 wrote: post #32

Earlier quoted context omitted.

If people commonly sent a "yes" to acknowledge receipt of a message, then of course I would. The problem here is that a thumbs up emoji doesn't mean yes. It can also mean "got it." When people send me huge documents I often send a thumbs up long before opening and reading the document.

Do you do that when they send a message "here's some documents", or would you send a thumb up if the message said "Attached is a proposal for the client, are you OK if we send it out?" Like, surely, in that case you'd treat a thumb up as a dangerous message to send as an ACK? :-) As well, do you follow your thumbs up eventually with something else? Because if I read it correctly, farmer had from March to November to…

Based on the article, it sounds like he didn’t use a thumbs up emoji to accept contracts in the previous instances.

A thumbs up is definitely a dangerous reply in the same way that OK is, but people use it that way anyway. And while it was dumb on his part to be unclear, it was also dumb on the buyer’s part to interpret such an unclear answer as an acceptance.

As to not answering, people forget to respond all the time.

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

#65

Post by GloomyBoots » Thu, Jul 06, 2023, 10:29 PM UTC

notyourwork wrote: post #35

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 read a thumbs up in the same way I read "ok" which is affirming agreement. Me: "Want to goto the movies?" You: "Ok". We're going to the movies. I don't interpret this as you are acknowledging receipt of my message and will decide later whether or not you will attend. I would apply the same rationale to a thumbs up. You are saying, ok. Others may disagree.

It’s more like

“I’ve attached a list of movies for you to go over. Do you want to go see any of them this weekend?”

“[thumbs up]”

If you message requires any kind of action to be taken rather than an immediate answer it becomes very ambiguous.

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

#66

Post by oneTbrain23 » Thu, Jul 06, 2023, 10:31 PM UTC

notyourwork wrote: post #35

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 read a thumbs up in the same way I read "ok" which is affirming agreement. Me: "Want to goto the movies?" You: "Ok". We're going to the movies. I don't interpret this as you are acknowledging receipt of my message and will decide later whether or not you will attend. I would apply the same rationale to a thumbs up. You are saying, ok. Others may disagree.

That is you. Many use it as "I like your idea but not 100% agree with you yet....go on say more and let me think about what my next respond would be for your next comment". The judge is a boomer. Is like asking a gender studies grad student to evaluate AB testing effectiveness for a UI redesign of public survey written in Typescript. If one of the twins committed mass murder with tons of DNA evidence while the other twin is innocent. Both have been able to walk free in many cases. You simply cannot have such ambiquity in contracts offering/signing. You can have ambiguity in the clauses but not at acceptance. Anyway is Canadian. Expected that kind of low quality judgement....quite expected worldwide.

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

#67

Post by leakycap » Fri, Jul 07, 2023, 10:43 PM UTC

dragonwriter wrote: post #57

leakycap wrote: post #5

Earlier quoted context omitted.

It seems the negotiations and previous history of transactions is what the court decided was most persuasive, but I'm surprised that a non-signed contract was considered signed with any sort of non-textual response. Hypothetical response: "Got the contract. Will send a signed copy ASAP!" Did this accept and sign the contract? What if the sender of that text reads the contract before signing and realizes a mistake, mi…

It wasn't deemed signed, it was deemed acceptance . In English-derived common law system, a written, signed agreement is required for certain special contracts, but the normal requirement is offer and acceptance of an agreement with consideration, writing and signatures are evidence of content and acceptance, but not generally required for it.

Thanks for sharing - I didn't know this was not a new situation for the law, but it makes sense that many contract agreements find themselves moving forward without a real signature.

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

#68

Post by syockit » Sat, Jul 08, 2023, 1:09 PM UTC

kzrdude wrote: post #52

notyourwork wrote: post #51

Earlier quoted context omitted.

You left out the rest of the sentence which makes it an incomplete sentence. Usually this is followed by "would you like another?" or something along the lines that becomes a yes or no question. Merely saying "This is two for x." is a statement, not a question.

That's why it tripped me up, they didn't ask a question. I just mundanely said "Ok" to their statement and it was understood as an intention to buy

That's why I make it a point to say "I see", "uh-huh" instead of "OK" to such statements, given that it's so easy to be misunderstood even though technically "OK" is an acceptable response.

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

#69

Post by HelloMcFly » Sat, Jul 08, 2023, 2:08 PM UTC

dragonwriter wrote: post #56

HelloMcFly wrote: post #40

Earlier quoted context omitted.

> I think 99% of people would take that as confirmation I think people are waaaayyy to confident that their perspective sits in the 99% majority. I realize you're being hyperbolic, but I'd expect this percentage to be closer to 50% myself.

Outside of criminal convictions and some other special cases, minimally over 50% is often sufficient for the law.

I'm not debating that, just critiquing the belief that one's own perspective is the near-universal one (especially in this instance when it's quite evident in the comments not to be the case).