Canadian judge says thumbs-up emoji amounts to contract acceptance(theglobeandmail.com)
theglobeandmail.com
Canadian judge says thumbs-up emoji amounts to contract acceptance
https://www.theglobeandmail.com/canada/article-farmer-ordered-to-pay-after-judge-says-thumbs-up-emoji-amounts-to/
68 comments
Not Canadian, but this seems hardly surprising to me. I once learnt (not the hard way) that contract acceptance can be highly implicit and doesn't even require any utterance, verbal or written, as for example in handing an item to a cashier, raising your hand, handing over a set of car keys, all in the right circumstances (those were all examples used). A thumbs up emoji, in response to the direct question 'Please confirm this contract', seems like a natural extension. And if it's used in a communication channel that was previously used for establishing contracts that were also honored (ie considered binding) by the farmer, I don't see how this case could have gone any differently. It doesn't mean that every thumbs up emoji is binding, just like taking a car on a test ride isn't. So 'Hey, can I have all your stuff?' followed by a thumbs up on Sat 3am of course won't be binding. But in this case, the context seems pretty clear.
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 with "Yes".
> “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 with "Yes".
I read a thumbs up in the same way I read "ok" which is affirming agreement.
I would apply the same rationale to a thumbs up. You are saying, ok. Others may disagree.
Me: "Want to goto the movies?"
You: "Ok".
I would apply the same rationale to a thumbs up. You are saying, ok. Others may disagree.
This has tripped me up in stores. You bring 1 item and they tell you, "This thing is two for X (price)". If you then say "Ok" disinterestedly, will they sell you one or two of those?
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.
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.
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.
“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.
I'd caution against that. I'd read it as someone giving you a thumbs-up.
There's an "OK" emoji, which further disambiguates this.
There's an "OK" emoji, which further disambiguates this.
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.
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 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.
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 follow-up on the thumbs up ... as well, there was previous precedent with that exact farmer, which makes it hard to argue "Oh, those previous times I meant thumbs up as acceptance of contract, but in this case I meant is as just an acknowledgment" :-/
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 follow-up on the thumbs up ... as well, there was previous precedent with that exact farmer, which makes it hard to argue "Oh, those previous times I meant thumbs up as acceptance of contract, but in this case I meant is as just an acknowledgment" :-/
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.
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.
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/
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/
If I was the one wanting a yes or no answer I would want explicit clarification on what the thumbs up meant.
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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.
Imagining some counterfactual in which he said something he didn't actually say is a nonsensical way of determining his intent.
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.
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.
> 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.
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).
I often misread "please confirm" with "please confirm receipt of" because so often people ask if you got something at all.
Is "confirm contract" a full sentence? I think it sounds like it's missing a few words.
I think i agree with you (but what do i know, hah), but it sounds like it's useful to know we're in the wrong here. Which is to say, this seems to suggest we should alter behavior with these types of things to ensure specificity and explicitness.
We're not in the wrong here. Judges produce absurd findings with regularity -- this case is newsworthy because the finding is surprising and controversial.
If you paw around a bit in law you'll find judges sometimes going out of their way to misconstrue extremely explicit statements to reach the conclusion they want to reach. Being explicit can help, but there's no way to be 100% sure.
If you paw around a bit in law you'll find judges sometimes going out of their way to misconstrue extremely explicit statements to reach the conclusion they want to reach. Being explicit can help, but there's no way to be 100% sure.
> We're not in the wrong here. Judges produce absurd findings with regularity -- this case is newsworthy because the finding is surprising and controversial.
Well, i'm wrong enough in that i don't want something i say to be taken to court when i could have, easily, been more explicit. "Wrong" in the sense that it leaves myself open to needless outcomes.
I generally want to avoid judges at all cost, heh.
Well, i'm wrong enough in that i don't want something i say to be taken to court when i could have, easily, been more explicit. "Wrong" in the sense that it leaves myself open to needless outcomes.
I generally want to avoid judges at all cost, heh.
yah thumbs up is a good default low resolution acknowledgement rather than having to type. I say low resolution because some platforms have limited emoji availability to chose from, eg if no :ok: emoji exists to express with. I prefer giving emoji responses like this when I don't want to clutter up my text history that I often later go back and search for to hunt down past conversations. Reducing unnecessary text helps in those efforts, less to have to filter through.
Verbal agreements are legally binding in a lot of cases, so it makes sense that a thumbs up message would be as well.
> The buyer, Kent Mickleborough, later spoke with Swift Current farmer Chris Achter on the phone and texted a picture of a contract to deliver the flax in November, adding “please confirm flax contract.”
> Achter texted back a thumbs-up emoji. But when November came around, the flax was not delivered and prices for the crop had increased.
Combine this with their past communication in the same manner and it seems pretty clear cut that both parties knew what they were getting into.
> The buyer, Kent Mickleborough, later spoke with Swift Current farmer Chris Achter on the phone and texted a picture of a contract to deliver the flax in November, adding “please confirm flax contract.”
> Achter texted back a thumbs-up emoji. But when November came around, the flax was not delivered and prices for the crop had increased.
Combine this with their past communication in the same manner and it seems pretty clear cut that both parties knew what they were getting into.
The absurdity of this event is surface-level when you take into consideration the farmer’s past negligent communication style. What lies beneath is quite contrary to absurdity.
It’s easy to get excited and want to cry foul over this…but even my own limited understanding of contract and trade law (which is not of Western import) makes me pause due to the tremendous nuances involved in this case.
This is compounded further when we consider the technological aspects (discussing legally binding matters via text in lieu of more sophisticated/trustworthy means).
In reality, if the farmer put just a little bit more effort in communicating on a business level (beyond “yups” and “emojis”) or if the buyer demanded more from the buyer (“I need to know what you mean”), this could have all been avoided. This is especially so if both parties had a better understanding of the law or greater empathy for one another in a business sense.
It’s easy to get excited and want to cry foul over this…but even my own limited understanding of contract and trade law (which is not of Western import) makes me pause due to the tremendous nuances involved in this case.
This is compounded further when we consider the technological aspects (discussing legally binding matters via text in lieu of more sophisticated/trustworthy means).
In reality, if the farmer put just a little bit more effort in communicating on a business level (beyond “yups” and “emojis”) or if the buyer demanded more from the buyer (“I need to know what you mean”), this could have all been avoided. This is especially so if both parties had a better understanding of the law or greater empathy for one another in a business sense.
It was not "just" a thumbs up emoji, there were preceding negotiations as well. Sort of important...
And a history of similar negotiations being honored and fulfilled by the farmer/seller meaning the buyer could reasonably expect the contract had been agreed to as it had in the past.
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, misunderstanding, etc.? That seems to be the defense here, although they lost.
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, misunderstanding, etc.? That seems to be the defense here, although they lost.
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.
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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 any more, or at least since Covid.
Do we need to start adding AI of text messages that detect when one may be accidentally accepting legal obligations and force the person to recite a hymn and hit their forehead with their phone in order to send a thumbs-up? ~Pie Jesu domine, dona eis requiem~
Do we need to start adding AI of text messages that detect when one may be accidentally accepting legal obligations and force the person to recite a hymn and hit their forehead with their phone in order to send a thumbs-up? ~Pie Jesu domine, dona eis requiem~
> 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.
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.
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.
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.
Yes anything type of acknowledge that is reasonable can be viewed as agreement in Canada under law but to prove it, if there is a dispute, it is best to have it in some reproducible form.
For a contract you need an exhchange of value in both directions and an agreement. It can be completely verbal and enforceable if you can prove that both parties knowingly and reasonably consented to it.
I think the requirements for consent go up as the agreement becomes more exploitive/one sided though.
For a contract you need an exhchange of value in both directions and an agreement. It can be completely verbal and enforceable if you can prove that both parties knowingly and reasonably consented to it.
I think the requirements for consent go up as the agreement becomes more exploitive/one sided though.
> 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 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.
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.
Ah, I understand.
I have entered into verbal contracts and haven't had any real issues with them. I strongly prefer written contracts, though, because the process of hashing out a contract clarifies assumptions and misunderstandings that may not be apparent to each party until they see things put down in black and white.
The value of a contract is that it makes the terms very clear to both parties instead of relying on the other party understanding what I "obviously" meant (and vice versa).
That said, I also noticed something over the decades: I can tell the level of trust I have with a party based on how thick the contract is. If we don't trust each other, the contract will get very thick as we each try to make sure that there is no loophole the other can take advantage of.
With a high degree of trust, the contract tends to be much more brief. With a very high degree of trust, the contract can literally be a talk over coffee and a handshake.
So it all depends.
I have entered into verbal contracts and haven't had any real issues with them. I strongly prefer written contracts, though, because the process of hashing out a contract clarifies assumptions and misunderstandings that may not be apparent to each party until they see things put down in black and white.
The value of a contract is that it makes the terms very clear to both parties instead of relying on the other party understanding what I "obviously" meant (and vice versa).
That said, I also noticed something over the decades: I can tell the level of trust I have with a party based on how thick the contract is. If we don't trust each other, the contract will get very thick as we each try to make sure that there is no loophole the other can take advantage of.
With a high degree of trust, the contract tends to be much more brief. With a very high degree of trust, the contract can literally be a talk over coffee and a handshake.
So it all depends.
> I can't imagine verbal contracts being honored by the majority unless there are many witnesses.
Evidence of the content and acceptance of contracts that aren’t signed writings can be hard to establish, but this very case shows that it is not impossible, especially when they aren't literally oral contracts (“verbal” just means “in words”; written contracts are verbal, but not oral, agreements.)
Evidence of the content and acceptance of contracts that aren’t signed writings can be hard to establish, but this very case shows that it is not impossible, especially when they aren't literally oral contracts (“verbal” just means “in words”; written contracts are verbal, but not oral, agreements.)
You certainly don't need a notarized physically signed copy to have a valid contract in the US.
That makes it easier to prove you have a valid contract, but even just a verbal agreement can be an enforceable contract.
That makes it easier to prove you have a valid contract, but even just a verbal agreement can be an enforceable contract.
Same in Switzerland, although of course nobody will recommend relying on verbal contacts exactly because of all too possible "you said/he said" litigation. But yeah it happens, for both smaller and bigger contracts.
and it significantly lowers the chance that the client will fuck around and claim they don’t have to pay
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.
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.
I just reached agreement to rent a house in the Netherlands and the agent was at pains to impress upon us that verbal agreements are binding and if you apply for a rental you are effectively bound to take it unless the landlord says no (or you retract your offer). Frustrating system, it puts a lot of power in the landlord's hands and lets them screw around and collect offers while you're limited to offering on one place at a time.
You can just tell them your offer is valid for x hours
> 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 <thumbs up> 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...
....
> 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 <thumbs up> 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...
If someone leaves their phone unattended I can gives a thumbs up and get them on the hook for tens of thousands of dollars.
I'm not even sure what kind of point you're trying to convey here. What you're describing is called "fraud" and is super illegal. If someone leaves their door unlocked, you could also enter their house and steal tens of thousands of dollars from them. Your point is...?
Yeah, this is just like a forged signature: falsified evidence of an agreement that never took place.
Yes, its a vulnerability, its also a serious legal wrong in its own right (on top of the trespass to chattels you need to do to accomplish it.)
Yes, its a vulnerability, its also a serious legal wrong in its own right (on top of the trespass to chattels you need to do to accomplish it.)
I was just discussing using timestamps or not on digital signatures. I guess we'll go with likes now.
Isn’t the whole point of paper/pdf contract is to have an actual signature on it?
What a crazy country.
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've signed the contract? Contracts have much more in them than a text message could convey. Perhaps I'm being to legalistic, but this is a court matter.
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've signed the contract? Contracts have much more in them than a text message could convey. Perhaps I'm being to legalistic, but this is a court matter.
https://en.wikipedia.org/wiki/Oral_contract
I think you have a Hollywood-system mindset, not a US-system mindset. Just because it doesn't have a signature on it doesn't mean it isn't a contract
I think you have a Hollywood-system mindset, not a US-system mindset. Just because it doesn't have a signature on it doesn't mean it isn't a contract
In legal systems with some basis in English Common Law the idea of an implied contract is fairly common.
Lets I buy some service from you and we sign some one-off contract. The next year I text you ‘same again please’ - you provide the same service to me. A reasonable person would conclude that there is an implied contact to provide the services under the terms perviously agreed. I can’t argue that I don’t have to pay because we didn’t sign a new set of terms.
Or you give me a quote and terms to build a house. If I let you start building it for me (and you can prove that I gave that instruction) there is an implied contract based the proposed terms even if we don’t sign any paperwork.
In the judgement here it seems to be a simpler assertion that the thumbs up in the context of asking about previously sent terms constitutes acceptance.
Lets I buy some service from you and we sign some one-off contract. The next year I text you ‘same again please’ - you provide the same service to me. A reasonable person would conclude that there is an implied contact to provide the services under the terms perviously agreed. I can’t argue that I don’t have to pay because we didn’t sign a new set of terms.
Or you give me a quote and terms to build a house. If I let you start building it for me (and you can prove that I gave that instruction) there is an implied contract based the proposed terms even if we don’t sign any paperwork.
In the judgement here it seems to be a simpler assertion that the thumbs up in the context of asking about previously sent terms constitutes acceptance.
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.
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.
No, this is how courts have always interpreted contracts.
Agreement can be given in a number of ways. Signatures and official documents are a way to safeguard said assent, but in the case of ambiguity courts have broad latitude to interpret thing in the right context.
Agreement can be given in a number of ways. Signatures and official documents are a way to safeguard said assent, but in the case of ambiguity courts have broad latitude to interpret thing in the right context.
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?