Next-Generation Contract Formation: When Emojis Give Rise to Binding Obligations

When does 👍 mean yes? On July 24, 2025, the Supreme Court of Canada dismissed an application for leave to appeal in Achter Land & Cattle Ltd. v. South West Terminal Ltd. (SCC File No. 41671) — a case centered on the meaning and significance of a thumbs up emoji (👍) in commercial contract formation.^[1]

With the Supreme Court of Canada’s dismissal of this application for leave to appeal, we are left with interpretive guidance from Saskatchewan’s Court of King’s Bench and Court of Appeal (the “Court of Appeal”) concerning the effect of emojis in contract formation.

While the Court of Appeal in Achter affirmed that a thumbs up emoji does not always mean “I agree”, the analysis and result in that case make clear that, depending on context, the use of emojis can give rise to binding contractual agreements.

The underlying flax (and facts)

The disputed contract concerned the deferred delivery of 87 metric tonnes of flax seed at a price of $669.26 per tonne.

The parties’ negotiations began with an exchange of text messages between the plaintiff purchaser and representatives of the defendant seller. These messages were followed by a telephone conversation, after which the purchaser sent a screenshot of a signed form of agreement and the following text message: “Please confirm flax contract”.^[2] In response, one of the seller’s representatives texted back a (👍) thumbs up.^[3]

The deferred delivery of flax was never fulfilled.^[4] Thereafter, the purchaser brought a claim for breach of contract against the seller, seeking damages together with interest and costs.^[5] By way of defence, the seller denied entering into a binding agreement (and argued, in the alternative, that s. 6(1) of The Sales of Goods Act in Saskatchewan rendered the purported contract unenforceable).^[6]

The matter was heard by way of summary judgment.

On the motion for summary judgment, the chambers judge allowed the purchaser’s claim for breach of contract, finding that a binding and enforceable agreement had been formed between the parties: “a reasonable bystander knowing all of the background would come to the objective understanding that the parties had reached consensus ad item – a meeting of the minds – just like they had done on numerous other occasions”.^[7]

Regarding the parties’ long-standing business relationship, the chambers judge noted 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”.^[8]  It was in this particular context that the court construed the seller’s thumbs up emoji as acceptance of the purchaser’s offer.

This result was affirmed on appeal.^[9]

In dismissing the seller’s appeal, a majority of the Court of Appeal held that the lower court did not err in its analysis of the parties’ intention to contract and agreement on essential terms. The majority, per Leurer C.J.S. (Caldwell J.A. concurring) further upheld the lower court’s approach to determining whether there had been a meeting of the minds and a sufficient “signature” on the impugned contract for the purpose of The Sales of Goods Act.^[10] Barrington-Foote J.A., dissenting in the result, disagreed that the parties’ exchange of text messages was sufficient to comply with the signature requirement under The Sales of Goods Act. Barrington-Foote J.A. also went further in suggesting that courts could “take judicial notice of the fact that a thumbs-up emoji can signify approval or agreement”.^[11]

Regarding the meaning of the seller’s thumbs up emoji, the majority on appeal rejected the seller’s argument that an emoji must mean only one thing, restating the significance of the factual matrix to contractual intention.^[12] Specifically, the majority commented that “[c]onsideration of the surrounding circumstances recognizes that ascertaining contractual intention can be difficult when looking at words on their own, because words alone do not have an immutable or absolute meaning”.^[13] The majority further noted a significant difference between saying that a symbol  “does not bear a universal meaning”, on the one hand, and “asserting that [a symbol] is incapable of having a particular meaning ascribed to it in a specific circumstance”, on the other.^[14]

Informal communications: rules of thumb for contract formation

Like the shaking of hands or the nod of a head, human communication (and commercial contract formation) can take a multitude of “often subtle” forms.^[15] As stated by the majority on appeal in Achter:

Words, phrases, gestures and symbols may carry more than one meaning. All of this gives rise to the potential for ambiguity and uncertainty and, indeed, litigation. The law has long accommodated for this, and courts are often called upon to determine the legal import of a multitude of communication types between individuals.^[16]

In submissions before the court at first instance, the defendant seller advanced a “flood gates” argument concerning judicial interpretation of emojis, contending that to allow a thumbs up emoji to signify acceptance “would open up the flood gates to allow all sorts of cases coming forward asking for interpretations as to what various different emojis mean – for example what does a 👊 emoji mean or a 🤝 emoji mean”.^[17] In response to this concern, the chambers judge held that it was not the role of courts to stem the tide of technology or common usage: “this appears to be the new reality in Canadian society and courts will have to be ready to meet the new challenges that may arise from the use of emojis and the like”.^[18]

Further, regarding the principles to be applied in determining the existence of a binding contractual agreement, a majority of the Court of Appeal emphasized that there was no difference in the applicable principles “simply ... because the mode of communication was electronic, involving a photograph of a document and a symbol delivered digitally with accompanying metadata, and not words uttered or written on paper”.^[19]

When it comes to determining intention to enter into a binding contractual agreement, the fundamental question is this: would a reasonable observer, knowledgeable of the relevant circumstances, conclude that the gesture constituted acceptance of an agreement with intention to create a legal relationship?^[20] Sometimes, a 👍 is all it takes.