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Comment by lolinder | Hacker News Reader

The actual ruling [0] is very approachable and far more interesting than the article above. The farmer was in the habit of accepting contracts from this particular company by saying "yup" or "looks good" or similar short responses. SWT quite reasonably took this usage of the thumbs up emoji as just another one of the farmer's casual signatures.

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

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This behaviour must be the result of some sort of internal policy; but it really highlights just how low the quality of corporate[0] journalism is. They're doing not much useful except polluting a search for the case details with links to their poorly articulated take. It'd be so easy to include the link or a copy of the PDF in the article. But they just aren't in a headspace where people might want facts, context or otherwise have an interest in the details of the story.

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.

> They're doing not much useful except polluting a search for the case details with links to their poorly articulated take.

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.

> 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.

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 have a client like this. Any 3-sentence email is too long for him to write or read. People ask him "Option A or Option B?" questions and he replies "yes", resulting in 3 more back-and-forth emails to clear up confusion. It's always the other party's fault for being confusing.

I can totally see him approving an $80k deal with a thumb's up then turning into a lawyer when held to it.

I’m on my HOA board and this describes every single vendor we work with. Absolutely infuriating, and I don’t understand how they graduated high school.

I don't understand how they graduated high school and they don't understand how I don't own a business that makes 7 figures, since it's so easy for them to do.

Life is confusing to me, pretty much every day.

It IS pretty easy, if you: pay no deep attention to anything, and delegate all tasks, even if to hacks or fucking idiots.

Heres the trick they use:

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.

I emailed a YouTuber about a product and their answer was so terse/unprofessional.

The bar is low for be successful businesses . Lots of makeup on a pig. Ultimately, just do it.

> People ask him "Option A or Option B?" questions and he replies "yes"

He's probably just dragging his feet.

It's silly stuff like "Bill said he's free Wednesday or Thursday: which slot works for you?"

Yes.

Stop being so accommodating. Some clients are not worth the trouble.

There are a lot more pluses than minuses.

The pluses aren’t interesting enough for me tell stories about on HN, so you’re getting a skewed image.

Maybe assume he's reading it as "Wednesday? Thursday?" "Yes". Meaning, he's saying yes to the latter of the two.

Ha, I would typically assume the former. Usually people lead with the strongest/most desirable option. The remainder are all technically available.

Speaking from experience with the functionally illiterate: they read this as "Wednesday....work for you?"

This is absolutely my experience as well. I used to encounter this regularly in a professional context and ended up just replying with a confirmation that "option A" was what he'd agreed to. I was never mistaken.

And it's OUR fault these people are allowed to continue existing unimpeded in society.

Just so we're all on the same page.

I think what you should do is offer option A only, and make it the one that is preferable to you. Buyers get what they deserve in the end.

Also worth highlighting that the contact price was $669 per tonne, but the spot price at time of delivery was $1614 per tonne for 87 tonnes ($58k contract vs $140k spot)

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.

Had something very similar happen about 20 years ago.

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.

That was a confusingly terse response to give verbally. If someone only said, “Ok”, I suspect I would have assumed the same as the rentee (although, I hope I would have been astute enough to confirm the confirmation). Regardless, for what was likely never much of a money making operation, definitely poor taste to stick to their guns and enforce the deal.

It's not that uncommon to say "okay" as merely a verbal acknowledgement; I do it all the time! In this context it's indeed ambiguous I guess, but I don't think it can reasonably be assumed to mean "we accept the terms" since where I'm from these type of "verbal contracts" are extremely uncommon – I'm highly skeptical it would have stood up in court (it came as a surprise to everyone that this was enforceable) but we weren't really eager to test that.

If I say to you "pay me $50 to cut your lawn" and you respond with "okay" and Nothing else, there's only one reasonable interpretation.

It frankly seems like you're being willfully obtuse...

Since it's a Canadian story, perhaps link to a Canadian news source? https://www.cbc.ca/news/canada/saskatchewan/thumbs-up-emoji-...

Knowing and having worked with several farmers I have a little bit more mixed opinion on the ruling. Many of them prefer to operate without contract, eg, I'll deliver the goods but I won't sign your docs.

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.

The judge addresses this question and found that neither party disputed that the past contracts were in fact contracts:

> 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.

So I agree with part of that and disagree with part of that.

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.

It's not just making the delivery, it's receiving a contract and confirming it, making the delivery according to the terms of the contract, and receiving the payment spelled out in the 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 feel like I am beating a dead horse here, but I dont think I am debating anything you are saying or the final judgement.

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".

What part of the judgment are you responding to? I didn't notice any part of the judgment that talked about delivery in a vacuum, it was always about the combination of factors.

Maybe in my opinion was a little bit colored from the comments in this thread before reading the judgment. From your excerpt, The Following part is stood out to me.

>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.

It's generally a mistake to take a few sentences from a legal document out of context. In the context of even the paragraph I cited (much more so in the document as a whole) it's clear what the judge is saying—he's talking about a combination of the text exchanges and the subsequent actions.

> Many of them prefer to operate without contract, eg, I'll deliver the goods but I won't sign your docs.

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.

It is a contract but not necessarily the contract. The proposed written contract may have more terms and conditions. By buying and selling without a signed contract, you're agreeing to basic price and quantity without having to read and agree to a potential litany of other terms. Like what happens when you buy something from a store.

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.

And some of those contract terms can be more or less favorable to one party than what a could would decide in the absence of an explicit contract stating otherwise.

So basically they prefer "signing" to contracts that are poorly specified and where any disagreement (significantly moreso than a well specified contract) results in a lengthy and expensive legal process for both parties. Which is fine as long as they know what they're getting into.

Yes, but the specific terms and conditions are not specified and you have to fall back on general law instead of contract enforcement.

But contracts are about agreement, not signatures.

> Q. Yeah. What kind of phone do you have?

> 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…

Interesting.

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.

Yes, the judge explicitly calls out in his decision that it counted as a signature because it was consistent with their prior negotiations (emphasis added):

> 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.

What a reasonable opinion

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