02 Aug South West Terminal Ltd. V Achter Land, 2023 SKKB 116 (Canlii)
“This court readily acknowledges that an 👍 emoji is a non-traditional means to ‘sign’ a document but nevertheless under these circumstances this was a valid way to convey the two purposes of a ‘signature’…”
In a recent ruling by the Court of King’s Bench for Saskatchewan, Canada, the legal significance of emojis in contractual agreements was examined. The Court granted a summary judgment in favour of a grain buyer after determining that a thumbs-up emoji constituted acceptance of a contract. This decision carries implications for businesses and individuals, shedding light on the evolving landscape of electronic communication and its impact on contract formation.
The case involved a grain buyer and a grain seller with an established business relationship. Following a phone conversation where a flax contract was agreed upon, the buyer proceeded to send a photograph of the contract to the seller, accompanied by the message, “Please confirm flax contract.” In response, the seller’s representative conveyed acceptance by replying with a thumbs-up emoji. However, subsequent to this exchange, the seller failed to fulfill its obligation to deliver the flax as stipulated in the contract.
In determining the validity of the contract, the Court relied on the objective bystander test. Rather than focusing on the subjective beliefs of the parties, the Court assessed whether a reasonable and objective observer, equipped with full knowledge of the relevant circumstances, would conclude that a contractual agreement had been formed. Considering the context of their prior contractual interactions, the Court found that the thumbs-up emoji expressed the seller’s acceptance of the contractual terms and obligations.
Furthermore, the Court drew inspiration from the Saskatchewan Electronic Information and Documents Act, 2000 (EIDA) which recognizes electronic forms of action as valid means of expressing acceptance. In this case, the thumbs-up emoji, being a recognizable electronic form of action, was deemed capable of signifying acceptance, as outlined in section 18 of the EIDA.
The Court also analyzed the Canadian Sale of Goods Act (SGA), which mandates that a contract for the sale of goods must be in writing and signed by the parties to be legally enforceable. It determined that the thumbs-up emoji, transmitted from the seller’s unique cellphone number, satisfied the legal requirements for an enforceable contract under section 6 of the SGA. The Court relied on section 14 of the EIDA to acknowledge the validity of the thumbs-up emoji as an electronic signature, satisfying the signature requirement imposed by section 6 of the SGA.
Import on Ghana’s Contract Laws
In Ghana, the Electronic Transactions Act, 2008 (Act 772) governs all transactions made over electronic devices. Section 10 of Act 772 is on digital signatures and states that the signature is authentic as long as it meets the criteria below:
- The means of creating the signature, within the context that is being used, is signed by the signatory and not another person.
- The means of creating that signature was under the control of the signatory who at that time was not under duress or undue influence
- Any alteration made to the signature after it has been signed can be detected.
Where there are no Ghanaian precedents in respect of a matter, foreign cases may have a persuasive effect. Thus where a party to an agreement, uses a thumbs-up emoji as a signature and the three requirements stipulated under section 10 of Act 772 are satisfied, that emoji may be considered as a valid signature under Ghanaian law and make the contract enforceable.
This ruling underscores the necessity for businesses and individuals to recognize the potential legal consequences of accepting contracts electronically, even via unusual methods like emojis. The Court’s emphasis on the objective perspective of a reasonable bystander and the applicability of electronic communication laws serves as a reminder that subjective intentions hold little weight when determining the validity of a contract. Clarity and precision in written exchanges are crucial for avoiding future disputes and ensuring a shared understanding of contractual obligations.
BY: Nana Akua Berko (Summer Legal Intern 2023)
 The Statutes of Saskatchewan, 2000, Chapter E-7.22.
 This was the position of the Court of Appeal in the case of the Commissioner, Commission on Human Rights and Administrative Justice v. Prof. Frank Awuku Norvor Suit No. FT(HR) 6/2001.