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<p>> “I did not have time to review the Flax Contract and merely wanted to indicate that I did receive his text message.”<p>That is often how I use it on facebook messenger since it's so conveniently placed.<p>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".
Verbal agreements are legally binding in a lot of cases, so it makes sense that a thumbs up message would be as well.<p>> 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.”<p>> Achter texted back a thumbs-up emoji. But when November came around, the flax was not delivered and prices for the crop had increased.<p>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.<p>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.<p>This is compounded further when we consider the technological aspects (discussing legally binding matters via text in lieu of more sophisticated/trustworthy means).<p>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.
Would this be equivalent to a <i>"gentlemen's agreement"</i>? 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.<p>Do we need to start adding <i>AI</i> 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? <i>~Pie Jesu domine, dona eis requiem~</i>
We should update this rule. It's not fair to terminal users, because emojis are harder to use in the terminal.<p>I suggest we making binding contract acceptance with another single character, maybe "1"
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).<p>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).<p>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.<p>....<p>> 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.<p>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.<p>[1] <a href="https://www.canlii.org/en/sk/skkb/doc/2023/2023skkb116/2023skkb116.html?searchUrlHash=AAAAAQAEZmxheAAAAAAB&resultIndex=1" rel="nofollow noreferrer">https://www.canlii.org/en/sk/skkb/doc/2023/2023skkb116/2023s...</a>
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.<p>The buyer was concerned about this transaction, it seems - they sent a message asking:<p>“please confirm flax contract”<p>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.