A Canadian case relating to a business contract for the purchase of flax has led to a modern day interpretation of the way in which a contract can be completed. 

It has been long understood that for a contract to be binding there needs to be offer and acceptance, consideration and an intention to be legally bound. The last point is usually conveyed by a signature on the contract, however case law has also held over time that a mark on a contract by the counterparty will also suffice to indicate "signing". 

As lawyers have grappled with (and I think now become comfortable and familiar with) e-signatures (see the Joint Working Parties' note on electronic signatures for example), could emojis be the next signing format that we have to get our heads around?

The judge in the case in question decided that the purported buyer of the flax, in responding to a picture of the contract (that had the words "please confirm flax contract" when sent) with a thumbs up emoji, had given sufficient indication to confirm that the contract was agreed. This was contested on the basis that the buyer's intention was merely to indicate that they had received the message and would reply later, but their argument was not accepted and it was decided that the thumbs up emoji could be a way to convey acceptance of the contract.

The judge noted in this case that "this Court cannot (nor should it) attempt to stem the tide of technology and common usage". While non-binding in the UK, it will be interesting to see if this might be followed in future and also serves as a warning that in this modern, instant communication world, taking time to think and pause before replying in any form or medium may be time well spent. Be careful out there.....