Farmer ordered to pay $CAD82k after confusion over meaning of thumbs-up emoji
abc.net.au
abc.net.au
If Chris sincerely did not intend to sign the contract, he really should not have been in the habit of accepting contracts with a casual single-word reply in the first place. Had he insisted on a more formal process in prior negotiations with SWT, I doubt the judge would have granted summary judgement in this case (and SWT probably wouldn't have assumed the thumbs up was a signature).
[0] https://www.livelaw.in/pdf_upload/2023skkb116-480130.pdf
The professionalism of these services is poor. We don't even have the name of the person stirring up clickbait.
[0] The ABC is government funded, but still follows the same basic model as all the rest and it looks like they lifted this off Reuters.
Polluting a search indeed. On youtube, it feel like every search result, even if not news related, is filled with links to news. I just don't get it.
> it looks like they lifted this off Reuters.
The source of most news is the AP or Reuters. If the company wants to add their spin on a topic, they'll have their journalists add to the ap or reuters articles.
Or product reviews. I looked up “science of active noise cancelling headphones” to explain the science more easily to a friend, and 2/10 were actually what I wanted. The rest were “BEST HEADPHONES EVER?! What YOU need to know!”-type garbage.
I am not sure how much the future deliveries and spot prices diverge (I would expect savings on pre-purchasing), but there was potentially significant profit motivation for the seller to find any reason to back out of the deal.
I think that the assumption that a thumbs up is the same of a full contractual acceptance (vs "ok, I received it" or "contract looks good, let me now think about it") should only be made under a very specific and narrow context, that is, the party has a history of accepting contracts with brief sentences.
> In my opinion the signature requirement was met by the {{THUMBS UP}} emoji originating from Chris and his unique cell phone ... which was used to receive the flax contract sent by Kent. There is no issue with the authenticity of the text message which is the underlying purpose of the written and signed requirement of s. 6 of the SGA. Again, based on the facts in this case – the texting of a contract and then the seeking and receipt of approval was consistent with the previous process between SWT and Achter to enter into grain contracts.
> This court readily acknowledges that a {{THUMBS UP}} 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” – to identify the signator (Chris using his unique cell phone number) and as I have found above – to convey Achter’s acceptance of the flax contract.
This case seems to turn on weather any of these past contracts were actually binding, and maybe they were if there was a clear enough response.
However,if both parties have crappy business processes that run without signatures, I would think that disputed signatures would default to non binding.
>Had he insisted on a more formal process in prior negotiations with SWT, I doubt the judge would have granted summary judgement in this case (and SWT probably wouldn't have assumed the thumbs up was a signature).
Similarly, if SWT had insisted on signed contracts, there wouldn't be any question of if these terms were accepted.
It seems like there is at least some contribution here.
> 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.
The part I agree with is that giving a thumbs up too the specific request to “Please confirm terms of durum contract” is acceptance.
The part that doesn't sit well with me is the argument that past performance of delivery alone validates a contract.
I think I agree with the decision, but it is because the farmer affirmed agreement to the terms each time, not because making a delivery implies that existence of a contract.
There was a formal contract that was sent and the terms of that contract were held to after the farmer said "ok", and the farmer never denied that he intended to be held to the terms of the contract that he had been sent. It's pretty clear to me that everyone involved believed there was a contract in the prior cases.
I am highlighting a specific part of the judgement: how much delivering and receiving payment demonstrates contract agreement in a vacuum.
Delivery is evidence that "yups" signified contractual agreement. Delivery in absence the "yups" should not be construed as evidence of contractual agreement, at least not to the full terms specified.
Imagine a counterfactual without the "yups" but where Chris simply responded with "I will deliver the flax at that price".
>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.
To me this makes it sound like a pattern of behaving in accordance with one term in a contract can only be explained by agreement with the contract in its entirety.
But that's prerty clearly a contract. I agree to deliver goods in exchange for money, is still a binding contract even if you never sign anything.
So it may not be relevant for this case, but in general buying and selling without a contract saves you from having to pore through legal details.
I can totally see him approving an $80k deal with a thumb's up then turning into a lawyer when held to it.
Life is confusing to me, pretty much every day.
Dont pay anything until the very last minute and spend like there's no tomorrow, then when the credit eventually runs out and the tax man is knocking, declare bankruptcy and feign ignorance claiming for the rest of your life that the system was out to get you and youre just a victim of corruption.
The bar is low for be successful businesses . Lots of makeup on a pig. Ultimately, just do it.
He's probably just dragging his feet.
Yes.
The pluses aren’t interesting enough for me tell stories about on HN, so you’re getting a skewed image.
Just so we're all on the same page.
> A. An iPhone.
> Q. Good. Good. That’s the best kind of phone. So when you’re on your - - I have an iPhone as well.
What a funny exchange of pleasantries in cross examination…
I was a scout leader at the time, and one of the other leaders phoned another scout group to rent their building for our summer camp. They mentioned a price, he said "okay", intending to be "okay, I understood that's the price, let's discus" whereas they took it as "okay, I agree to this price, and we'll rent it".
Long story short, turns out verbal contracts like this very much are enforcible, and they were pretty adamant about enforcing it. Who knows if it would have held up in court, but just paying the "cancellation fee" was cheaper than lawyers,
Absolutely outrageous a volunteer non-profit organisation would squeeze another volunteer non-profit like this by the way; this was well before the planned date and the confusion came to light within days of the "okay", so they suffered basically zero damages. Bunch of twats.
It frankly seems like you're being willfully obtuse...
> He said: "I am satisfied on the balance of probabilities that Chris okayed or approved the contract just like he had done before except this time he used a thumbs-up emoji."
It does seem that the farmer has agreed to previous contracts in a "similar fashion" which is, apparently, what the judge based his decision on. It's easy to make commentaries here about how crazy this is when we do not have the full facts of the story.
Surely the "_except_ this time he used a thumbs-up emoji" means he did _not_ use the thumbs up to mean acceptance before?
In all those cases (and this case), I’d conclude exactly as the court did. I don’t think this was some kind of trickery being attempted by the plaintiff, but rather they made a completely reasonable conclusion that they had an accepted contract.
It's pretty funny. The thumbs up was accepted by the court as an electronic signature.
---------------------
MR. JORDAAN: Objection. My client is not an expert in emojis.
MR. MARSCHAL: Okay.
Q.MR. MARSCHAL:But he does send emojis, correct?
A.Yes.
---------------------
5. On July 14, 2020, after discussing and agreeing on a contract with Chris Achter, I prepared a contract for the sale of 185 metric tons of durum wheat from Achter Ltd. to SWT for $312 per ton. I signed the contract and then took a photo of it using my cell phone and sent it to Chris. I messaged: “Please confirm terms of contract.” Chris texted me back: “Looks good”. Achter Ltd. delivered on this contract without issue. (Exhibit “B”)
6. On September 11, 2020, after discussing and agreeing on a contract with Chris, I prepared a contract for the sale of 131 metric tons of wheat from Achter Ltd. to SWT for a price of $284 per ton. I signed the contract and then took a photo of it using my cell phone and sent it to Chris. I messaged: “Please confirm terms of durum contract”. Chris texted me back: “Ok”. Achter Ltd. delivered on this contract without issue (Exhibit “C”).
7. On October 21, 2020, after discussing and agreeing on a contract with Chris, I prepared a contract for the sale of 395 metric tons of durum wheat from Achter Ltd. to SWT for a price of $308 per ton. I signed the contract and then took a photo of it using my cell phone and sent it to Chris. I messaged: “Please confirm terms of durum contract”. Chris texted me back: “Yup”. Achter Ltd. delivered on this contract without issue. (Exhibit “D”).
The flax contract...
10. I then called Chris about the potential flax contract. I said “I assume you talked to Bob about this” and Chris confirmed that he had spoken to Bob and wanted to enter into a flax contract for 87 metric tons of flax at $669 per ton. I told Chris I'd send the contract by text message and ask him to confirm he contract via text when it came through, which Chris agreed to do.
11. I then wrote up the contract for a purchase of 87 metric tons of flax for $669 per ton. I signed the contract, took a photo of it and texted it to Chris. I messaged: “Please confirm flax contract”. Chris tested back a thumbs up emoji. I understood this to be that Chris was agreeing to the contract. A copy of the contract and the text message is attached as Exhibit “E”.
Stock, grain, feed, etc has been routinely traded in yards, auctions, annual shows in large units ( a years worth of lambs, feed for six months ) on the basis of a price and amount agreed upon with terse affirmatives.
A nod, a handshake, a yep, a thumbs up have all been used to seal similar scale transactions in agriculture since formal law came into being making it a solid part of common law.
Background: market price went from $17 to $41 per bushel; the farmer didn't have it on hand; a crop failure possibility was later mentioned. [Maybe why the price increased?]
Note: the thumbs-up is just for assent - the parties still need to agree on terms etc (as they did here). In fact, the farmer argued that the flax contract differed from their previous durum contracts, because he didn't have it on hand, and usually required an "act of god" clause to cover crop failure - but crucially, the buyer didn't know this, so objectively, it would seem the same.
BTW: It's not binding: there's two higher courts in Canada. But the judge refutes the technical legal objections to this form of assent.
"In a summary judgement that contained 24 instances of the emoji, Judge T J Keene resolved the issue by ruling that a thumbs-up emoji is enough to accept contractual terms."
"I am satisfied on the balance of probabilities that Chris okayed or approved the contract just like he had done before except this time he used a thumbs-up emoji."
"In my opinion the signature requirement was met by the thumbs-up emoji originating from Chris and his unique cell phone," the judge said.
It's not dissimilar to a physical nod or thumbs up in an auction situation.
Should have done the contract on HN, the thumbs up would have been stripped.
Why people are wasting many millions of dollars to implement cryptographically-secure electronic signature systems, if a simple thumbs-up emoji is enogh? ;)
Some contarcts can be closed verbaly in-person, but this is not the case, because they didn't talked in-person, but over a remote digital medium.
Common Law system is flawed.
If you text :eggplant: to your wife, then you might get her pregnant!
Accepting you did enter the icon, and the screenshot is accurate, then saying you didn't mean it to be interpreted as an agreement is another matter.
I think this is where your digital signature wins.
But that's long form. Emojis on the other side are very short. It's a new medium and doesn't have a stable interpretation yet.
Also, any contract negotiation is a process (sometimes even a Saga ;) Plucking a single message out of a sequence of messages is wrong.
Chris Achter, the owner of a farming company in Swift Current, Saskatchewan, had sent a thumbs-up emoji in response to a photograph of a flax-buying contract from a grains buyer in 2021.
Sending a written contract should provide more than enough context to the counterpart.
The most obvious explanation is the confirmation of the recieval.
> Mr Achter said he used it only to indicate that he had received the contract, but not to indicate his agreement.
I also frequently have fat finger emojis in Slack, Discord or WhatsApp, now it's legally bounded?
I live in the country with the Common Law system, but even worse than in Canada, as the judges here don't care about the written contracts. The former President of the Supreme Court even said something like "I don't care what's written in the contract", and basically had arbitrary rulings based on his own understandings.
Because of that most tech companies here have an arbitration clause in contracts that all disputes will be resolved outside of our local jurisdiction. Usually in Delaware.
I would bet my business prospects that no court would conclude that a thumbs-up followed less than a minute later by a “disregard previous typo” message as binding acceptance.
This is not some trick “no backsies” situation, but rather a case where a pattern of short acceptance messages was continued, just in picture form.
Other than the defendant objecting after the fact, I think most reasonable people would look at the pattern of communication and reach the same conclusion the court did.
No. The judge decided based on the specific facts of this specific case that in this context the emoji meant that the contract was accepted.
You can read the judgement here: https://images.assettype.com/barandbench/2023-07/17ed50ce-4e...
quote: "What sets this case apart is the use of a thumbs up emoji “<thumbs up emoji>” and what that meant in the context of the specific facts of this law suit."
> The most obvious explanation is the confirmation of the recieval.
This was not the understanding of the judge on a balance of probabilities in this specific case.
This is the relevant quote from the judgement: "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."
Thus if you want to avoid accidentally accepting a contract by fat-fingering an emoji, then do not accept contracts with short words like "yup". Rather insist on more formality. Simple as that. If Chris would have said in previous occasions "that sounds about right, send it over as PDF, and I will send you back a signed PDF" that would have probably been enough to convince the judge that the simple thumbs up emoji was not meant as confirmation of receipt.
Yea, he said that. After the spot price of his commodity nearly tripled compared to when he accepted the contract several months earlier. And after half a decade of accepting similar contracts with similarly-terse replies.
> I also frequently have fat finger emojis in Slack, Discord or WhatsApp, now it's legally bounded?
I imagine that if he had quickly (within a day or so) followed up with "oops, fat-fingered that", the contract would have been voided.
Even a verbal agreement is legally binding. Of course, it is hard to prove such an agreement exists to others, so we create a record of the agreement.
If there is evidence that such agreement exists, then the contract is enforceable, and that is all that has happened here. Using a thumbs up emoji to indicate agreement may look a bit silly, but the intent is apparently clear.
Is there a legal standard for this? I like to imagine a legal dispute in front of a judge if the vehicle in question is or is not a total POS that can be sold on the spot.
* Any promises made in connection with marriage, including such gifts as an engagement ring.
* Contracts that cannot be completed in less than one year.
* Contracts for the sale of land—leases need not be covered unless they are for a year or more.
* Promises to pay an estate’s debt from the personal funds of the executor. However, promises to pay such debt from the estate's funds are not subject to the statute of frauds.
* Contracts for the sale of goods above a specific dollar amount, typically $500.
* A contract in which one person promises to pay the debt of another person is considered a surety and is subject to the statute of frauds.
So when I tongue in cheek reference a really bad car, I'm talking about a car whose value is under $500. :)
[1] https://www.investopedia.com/terms/s/statute-of-frauds.asp
I have found this usage on legal websites, government websites and dictionaries. So while oral may be more accurate, it is still correct to say verbal contract.
People insist on formalities (of all kind) precisely in order to avoid these kind of lawsuits. Paying all those lawyers is not cheap.
> What's next?
It is not like this was some hapless chap who got suckered into a deal. They had a business relationship going on for years and they have agreed on similar deals with not much more than a thumbs up emoji.
> Common Law system is flawed.
What aspect of this story makes you think that?
It doesn't tell why you didn't answer: if you just didn't get around to answering yet or if you don't want to answer on purpose. (But of course it offers the suggestion of the latter. Hence "left me on read" being a thing where "no reply" is seen as an act of communication itself.)
But there is no situation in which it indicates approval.
So if anything, "double green check without any reply" could be interpreted as declining a contract offer. But even this would be a stretch, I think.
The more interesting case would be an X mark. While this is often interpreted as the opposite of a check mark there are contexts where it is affirmative. Best known example is probably election ballot papers. Not so well know nowadays is that the blind and illiterate used the X to sign contracts.
I don't think any average user would confuse the two and neither would a judge.
Cc: dan(g)
Usually for that, I use the actual word: "Agreed" or "Accepted".
Example::
1st instance:
- msg: contract sent
- reply: “Yes”
2nd instance:
- msg: contract sent
- reply: “I agree”
3rd instance:
- msg: contract sent
- reply: Thumbs up emoji
How conceptually emoji is different from your "agreed"?
Thumbs up is widely used to acknowledge receipt of a message without agreeing to anything contractually. It also has other meanings, such as ‘I like what you said’, and ‘that’s a good idea’. The ruling here does not represent a precedent over the meaning of the thumbs up emoji, nor does it confirm or deny any of the multiple common definitions for the thumb up emoji.
what i find most interesting is that the official court documents, which as we are familiar with are in a typewriter-like ascii plus some typographical symbols (like the section marker), contain the emoji in question. i appreciate the least common denominator format for official government documents. i find it quite something that they have reproduced the actual emoji symbol rather than restricting themselves to a description.
whereas even HN does not accept emoji in comments.
This isn't due to a technical barrier, it's an aesthetic decision. dang has at least once edited a submission title to include an emoji, and I'd assume comments could just as easily include them, it's just not in line with HN's style.
Assuming it was legal for teenagers to sign contract for work in porn (that's what "AV" means for the uninitiated), which is most likely not the case, then if she performed after answering "yep" or "okay", then one should expect her to perform again on a thumbs up. The "soul selling" aspect is another matter and the contract may be deemed invalid on these grounds, and if she were asked to do more than the usual performance, the ruling may change. Judges are not just robots running code, they care about context.