To Two Thumbs-Up: Emoji Constitutes Valid Signature Confirms Saskatchewan Appeals Court

On December 16, 2024, the Court of Appeal for Saskatchewan (the Court) in Achter Land & Cattle Ltd. v South West Terminal Ltd., 2024 SKCA 115, dismissed an appeal by Achter Land & Cattle Ltd. (ALC) in a two-to-one decision, finding that a “thumbs-up” emoji constituted a valid signature and acceptance of a contract.

In 2023, a lower court found that ALC and South West Terminal Ltd. (SWT) were parties to a valid contract relating to the sale of flax. Based on the facts, the lower court held that a “thumbs-up” emoji sent by the principal of ALC (Mr. Achter) was sufficient to signify acceptance of the contract in issue, thus awarding damages for ALC’s breach of contract to be paid to SWT, as previously reported in the E-TIPS® Newsletter here.

On appeal, the Court found that the trial judge did not err in finding that: (i) the parties entered into a contract; (ii) the exchanged text messages met the requirement for there to be “some note or memorandum in writing of the contract” within the meaning of s. 6(1) of The Sale of Goods Act (SGA); and (iii) the “thumbs up” emoji text message met the requirement that a contract be “signed by the party to be charged or his agent” within the meaning of s. 6(1) of SGA.

The Court stated that for the purposes of s. 6(1) of SGA, someone may “sign” a note or memorandum of a contract with a “signature” that is a “name or other mark of agreement made for that purpose and in a way that it identifies its maker and signifies an intention to contract for the sale of goods”. Subsequently, the Court held that the “thumbs up” emoji expressed Mr. Achter’s agreement to the contract and the act of sending the emoji with the metadata identified (or authenticated) him as the person expressing that agreement with that intention, thus fulfilling the legislative requirements.

In addition, the Court rejected ALC’s argument that recognition of the text message as a signature would mean that every text message constitutes a signature. It reinforced that context matters, noting the lower court’s findings that Mr. Achter had communicated ALC’s agreement with the intention that he be identified as ALC’s authorized agent and past instances where the parties entered into contracts via text messages. 

The Court therefore dismissed ALC’s appeal and held that SWT is entitled to costs.

Summary By: Steffi Tran