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.
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".
Courts judge intent, not technicality. If the farmer had replied "yes" and later said "oh I actually meant yes I will read the contract later" would you buy that excuse as well?
I think i agree with you (but what do i know, hah), but it sounds like it's useful to know we're in the wrong here. Which is to say, this seems to suggest we should alter behavior with these types of things to ensure specificity and explicitness.
yah thumbs up is a good default low resolution acknowledgement rather than having to type. I say low resolution because some platforms have limited emoji availability to chose from, eg if no :ok: emoji exists to express with. I prefer giving emoji responses like this when I don't want to clutter up my text history that I often later go back and search for to hunt down past conversations. Reducing unnecessary text helps in those efforts, less to have to filter through.
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.
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.
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.
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.
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~
> 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.
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.)
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.
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.
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.
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.
> 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.
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...?
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.
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.
No, this is how courts have always interpreted contracts.
Agreement can be given in a number of ways. Signatures and official documents are a way to safeguard said assent, but in the case of ambiguity courts have broad latitude to interpret thing in the right context.
I think the reasoning is that on balance the thumbs up is more likely considered an acceptance than not. The lack of follow up on the sellers side supports the interpretation that they accepted, because if they had any concerns then surely they would have raised them?
c7b|2 years ago
wnolens|2 years ago
> “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".
notyourwork|2 years ago
I would apply the same rationale to a thumbs up. You are saying, ok. Others may disagree.
paxys|2 years ago
JohnFen|2 years ago
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.
unshavedyak|2 years ago
jxramos|2 years ago
paxys|2 years ago
> 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.
the-printer|2 years ago
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.
JimtheCoder|2 years ago
digitaltrees|2 years ago
leakycap|2 years ago
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.
LinuxBender|2 years ago
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~
dragonwriter|2 years ago
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.
btilly|2 years ago
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.
bhouston|2 years ago
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.
JohnFen|2 years ago
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.
TheCoelacanth|2 years ago
That makes it easier to prove you have a valid contract, but even just a verbal agreement can be an enforceable contract.
qup|2 years ago
I suggest we making binding contract acceptance with another single character, maybe "1"
sdsd|2 years ago
bshipp|2 years ago
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.
CalRobert|2 years ago
christkv|2 years ago
drc500free|2 years ago
....
> 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/2023/2023skkb116/2023s...
dghughes|2 years ago
robot_no_421|2 years ago
dragonwriter|2 years ago
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.)
forinti|2 years ago
dzhiurgis|2 years ago
Jemm|2 years ago
leakycap|2 years ago
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.
staringback|2 years ago
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
rickboyce|2 years ago
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|2 years ago
This never would have been considered a contract in a normal scenario.
Daishiman|2 years ago
Agreement can be given in a number of ways. Signatures and official documents are a way to safeguard said assent, but in the case of ambiguity courts have broad latitude to interpret thing in the right context.
not_a_pipe|2 years ago