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Canadian judge says thumbs-up emoji amounts to contract acceptance

48 points by jbeales 3y ago

LinuxBender 3y ago
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~
- bhouston 3y ago
  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.
- TheCoelacanth 3y ago
  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.
  - soco 3y ago
    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.
  - petesergeant 3y ago
    and it significantly lowers the chance that the client will fuck around and claim they don’t have to pay
- JohnFen 3y ago
  > 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.
  - LinuxBender 3y ago
    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.
    - JohnFen 3y ago
      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.
    - dragonwriter 3y ago
      > 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.)
- btilly 3y ago
  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-contract 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.
- dragonwriter 3y ago
  > 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.
JimtheCoder 3y ago
It was not "just" a thumbs up emoji, there were preceding negotiations as well. Sort of important...
- leakycap 3y ago
  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.
  - deleted 3y ago
    [deleted]
  - dragonwriter 3y ago
    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.
    - leakycap 3y ago
      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.
- digitaltrees 3y ago
  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.
leakycap 3y ago
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.
- rickboyce 3y ago
  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.
- TheCoelacanth 3y ago
  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.
  - shkkmo 3y ago
    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.
- staringback 3y ago
  https://en.wikipedia.org/wiki/Oral_contract 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
forinti 3y ago
I was just discussing using timestamps or not on digital signatures. I guess we'll go with likes now.
paxys 3y ago
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.
qup 3y ago
We should update this rule. It's not fair to terminal users, because emojis are harder to use in the terminal. I suggest we making binding contract acceptance with another single character, maybe "1"
- sdsd 3y ago
  id say anything that evaluates as truthy is fair game.
CalRobert 3y ago
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.
- christkv 3y ago
  You can just tell them your offer is valid for x hours
wnolens 3y ago
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".
- JohnFen 3y ago
  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.
  - shkkmo 3y ago
    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.
    - JohnFen 3y ago
      > I think it was reckless of the buyer to assume I do agree with this. It's bad business practice.
  - kQq9oHeAz6wLLS 3y ago
    I often misread "please confirm" with "please confirm receipt of" because so often people ask if you got something at all.
  - HelloMcFly 3y ago
    > 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.
the-printer 3y ago
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.
c7b 3y ago
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.
dghughes 3y ago
If someone leaves their phone unattended I can gives a thumbs up and get them on the hook for tens of thousands of dollars.
- robot_no_421 3y ago
  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...?
- dragonwriter 3y ago
  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.)
Jemm 3y ago
What a crazy country.
bshipp 3y ago
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.
dzhiurgis 3y ago
Isn’t the whole point of paper/pdf contract is to have an actual signature on it?
drc500free 3y ago
> 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/2023/2023skkb116/2023skkb116.html?searchUrlHash=AAAAAQAEZmxheAAAAAAB&resultIndex=1 https://www.canlii.org/en/sk/skkb/doc/2023/2023skkb116/2023s...

48 points by jbeales 3y ago

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~

bhouston 3y ago
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.
TheCoelacanth 3y ago
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.
- soco 3y ago
  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.
- petesergeant 3y ago
  and it significantly lowers the chance that the client will fuck around and claim they don’t have to pay
JohnFen 3y ago
> 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.
- LinuxBender 3y ago
  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.
  - JohnFen 3y ago
    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.
  - dragonwriter 3y ago
    > 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.)
btilly 3y ago
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-contract 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.
dragonwriter 3y ago
> 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.

JimtheCoder 3y ago

It was not "just" a thumbs up emoji, there were preceding negotiations as well. Sort of important...

leakycap 3y ago
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.
- deleted 3y ago
  [deleted]
- dragonwriter 3y ago
  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.
  - leakycap 3y ago
    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.
digitaltrees 3y ago
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.

leakycap 3y ago

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.

rickboyce 3y ago
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.
TheCoelacanth 3y ago
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.
- shkkmo 3y ago
  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.
staringback 3y ago
https://en.wikipedia.org/wiki/Oral_contract 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

forinti 3y ago

I was just discussing using timestamps or not on digital signatures. I guess we'll go with likes now.

paxys 3y ago

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.

qup 3y ago

We should update this rule. It's not fair to terminal users, because emojis are harder to use in the terminal. I suggest we making binding contract acceptance with another single character, maybe "1"

sdsd 3y ago
id say anything that evaluates as truthy is fair game.

CalRobert 3y ago

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.

christkv 3y ago
You can just tell them your offer is valid for x hours

wnolens 3y ago

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".

JohnFen 3y ago
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.
- shkkmo 3y ago
  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.
  - JohnFen 3y ago
    > I think it was reckless of the buyer to assume I do agree with this. It's bad business practice.
- kQq9oHeAz6wLLS 3y ago
  I often misread "please confirm" with "please confirm receipt of" because so often people ask if you got something at all.
- HelloMcFly 3y ago
  > 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.

the-printer 3y ago

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.

c7b 3y ago

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.

dghughes 3y ago

If someone leaves their phone unattended I can gives a thumbs up and get them on the hook for tens of thousands of dollars.

robot_no_421 3y ago
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...?
dragonwriter 3y ago
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.)

Jemm 3y ago

What a crazy country.

bshipp 3y ago

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.

dzhiurgis 3y ago

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

drc500free 3y ago

> 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/2023/2023skkb116/2023skkb116.html?searchUrlHash=AAAAAQAEZmxheAAAAAAB&resultIndex=1 https://www.canlii.org/en/sk/skkb/doc/2023/2023skkb116/2023s...