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I read that a thumbs-up emoji considered as legally binding agreement in Canada. Is a thumbs-up emoji considered as legally binding agreement in the United States?

If state-specific, I am mostly interested in California and Washington state.

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    I think there's a widespread misconception that there is some fixed list of actions that form a legally binding agreement. We've had similar questions about things like whether signatures have to be done in ink. But as the answers show, it's not about the action itself, but rather whether, in context, it is evidence of the parties' intention to agree. Commented Jul 12, 2023 at 21:26
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    Related: Are emojis acceptable in contracts?
    – user35069
    Commented Jul 12, 2023 at 21:38
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    If you read the news articles carefully, you'll notice that the two parties in the cited Canadian case had a history of terse textual communication -- "yup", &c -- in establishing agreements that both sides honored. Commented Jul 13, 2023 at 19:03
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    Steve Lehto, the Wikipedia of law on Youtube, has this. youtube.com/watch?v=35AdAMYuo5M Commented Jul 13, 2023 at 19:10
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    "Legally binding" is also not some judge appearing out of thin air and then smacking you in the head. It has to do with legal weight and whether it holds any meaning in a trial. In the court of law, intent, circumstances, power dynamics, all have legal weight, even though none of them are on paper e.g.) I did not contractually sign anything as a student, but there are legal expectations as to what is expected and allowed, and what isn't.
    – Nelson
    Commented Jul 14, 2023 at 5:25

2 Answers 2

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The judgment you have read about is South West Terminal Ltd. v Achter Land, 2023 SKKB 116. The judge did not hold that "👍" is categorically considered to be binding agreement. The judge applied the modern approach to contractual interpretation outlined by the Supreme Court of Canada in Sattva Capital Corp. v. Creston Moly Corp., 2014 SCC 53 and Ethiopian Orthodox Tewahedo Church of Canada St. Mary Cathedral v. Aga, 2021 SCC 22. This requires judges to interpret the text of the contract and indicators of acceptance in light of the surrounding circumstances.

Regarding interpretation, see Sattva:

a decision-maker must read the contract as a whole, giving the words used their ordinary and grammatical meaning, consistent with the surrounding circumstances known to the parties at the time of formation of the contract. Consideration 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

Regarding formation, see Aga (internal citations removed):

[36] For present purposes, it will suffice to focus on the requirement of intention to create legal relations. As G. H. L. Fridman explains, “the test of agreement for legal purposes is whether parties have indicated to the outside world, in the form of the objective reasonable bystander, their intention to contract and the terms of such contract”. This requirement can be understood as an aspect of valid offer and acceptance, in the sense that a valid offer and acceptance must objectively manifest an intention to be legally bound.

[37] The test for an intention to create legal relations is objective. The question is not what the parties subjectively had in mind but whether their conduct was such that a reasonable person would conclude that they intended to be bound. In answering this question, courts are not limited to the four corners of the purported agreement, but may consider the surrounding circumstances.

See also Owners, Strata Plan LMS 3905 v. Crystal Square Parking Corp., 2020 SCC 29, para. 37:

the offer, acceptance, consideration and terms may be inferred from the parties’ conduct and from the surrounding circumstances

The conclusion about the 👍 emoji was case-specific. See paras. 62-63:

[62] ... 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.

[63] This court readily acknowledges that a 👍 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.


1."Even if you supply a jurisdiction tag, we expect and encourage answers dealing with other jurisdictions – while it might not answer your question directly, your question will be here for others who may be from those jurisdictions."

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The meaning of a thumbs-up emoji would be evaluated on a case by case basis in the context of the discussion purported to be creating a binding agreement. I suspect that this is also the true statement of Canadian law.

More generally, body language and gestures and images together with actual words can be considered by a court, in the overall context of an interaction, to determine what was communicated by the parties with each other in order to form a contract. Similarly, slang or non-literal uses of words could form a contract if their meaning is consistent with agreement in the context of the overall discussion.

These foundational concepts of contract interpretation and formation are shared by essentially all common law countries.

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  • I was going to suggest you might mean "a true statement [about] Canadian law" rather than "the true statement of Canadian law", but given how fundamental "the meaning … would be evaluated on a case by case basis" is, maybe not. 😄
    – LSpice
    Commented Jul 15, 2023 at 11:30
  • @LSpice As the answer from Jen at law.stackexchange.com/a/93898/9517 makes clear, the Canadian law is essentially what I suspected that it was, rather than the way that the OP described it to be.
    – ohwilleke
    Commented Jul 17, 2023 at 18:23

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