What Can We Learn From Emojis and Contracts? Insights into Legal Agreements

This story comes to us from Canada, where in March of 2021, a farmer and a grain buyer were negotiating an agreement over text to purchase flax. The grain buyer signed the physical contract, took a photo of the signature page, and sent it to the farmer with the words, “please confirm the flax contract.” The farmer responded with a non-ironic “thumbs-up” emoji.

When the farmer didn’t deliver the flax per the “understanding”, the grain buyer sued for breach of contract and damages in the amount of $82K. The farmer claimed they never even got into contract, his use of the emoji was to let the grain buyer know that he RECEIVED the contract and would look it over, not that he AGREED to the contract terms. The farmer argued that he was never even sent the contract to review, only the signature pages. Can you get into a contract you’ve never even read?

Key Takeaways:

• Understanding Contractual Intent: Emojis can pose challenges in determining contractual intent in written communications.
• Written vs. Oral Contracts: Explore the enforceability of oral contracts versus written contracts, and the importance of clarity in agreements.
• Legal Considerations: Learn about the legal requirements for written contracts in Florida and the benefits of having agreements in writing to avoid disputes.

The Court looked at the parties’ previous communications styles and “how each party’s conduct would appear to a reasonable person in the position of the other party.” Ultimately, the Judge ruled in favor of the grain buyer. There is justification in thinking that a thumbs-up emoji represents an agreement to a contract, at least with this fact pattern.

We can discuss written versus oral contracts. Can you get into an agreement without seeing the terms of the agreement? Oral contracts are agreements that have been spoken but not written. Depending on the nature of the transaction, certain types of contracts in Florida are required by law to be in writing to be enforceable. For example, contracts pertaining to the sale of real property or contracts that cannot be performed within 1 year MUST be in writing. Generally, other than those agreements that are required by law to be in writing, oral contracts are enforceable in Florida, especially in situations where one party has already fulfilled the obligations of the contract.

With that said, written contracts are always preferable to oral contracts because a written document helps eliminate disputes about the terms and conditions of the agreement. Also, oral contracts can be difficult to enforce in a court of law. To avoid disputes and litigation, the best practice is to enter into an agreement in writing where the written contract will help ensure that the parties understand their rights and obligations under the contract.

So, there you have it, we learn that yet again, emojis can get you in trouble LOL and that a binding, legally enforceable contract can be oral or in writing in Florida.