November 4, 2025
This article is a brief update on our previous articles on two decisions from Saskatchewan – one at the King’s Bench, and then the appeal to the Court of Appeal.
The facts briefly are that the parties discussed a grain purchase contract via email. The purchaser made an offer. The seller replied with a “thumbs up” emoji. The issue was whether this formed a binding contract, which require offer and acceptance (and consideration, but that was not an issue in the case).
Was the emoji a binding acceptance?
In Saskatchewan, a signature is required to make a binding electronic contract.
Is an emoji a signature?
In my opinion the signature requirement was met by the 👍 emoji originating from Chris and his unique cell phone (agreed upon statement of facts para. 2; cross-examination of Chris T6.7-T6.10; T28.6-T28.20) which was used to receive the flax contract sent by Kent. There is no issue with the authenticity of the text message which is the underlying purpose of the written and signed requirement of s. 6 of the SGA. 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.
[64] I therefore find that under these circumstances that the provisions of s. 6 of the SGA have been met and the flax contract is therefore enforceable. There is no issue in this regard that requires a trial.
The Saskatchewan Court of Appeal agreed, 2-1.
As often happens where appeal judges disagree, the seller applied for leave to appeal to the Supreme Court of Canada – there is no right to appeal without leave.
The Supreme Court has dismissed the application for leave without reasons (as is the usual practice).
Therefore, the Court of Appeal’s decision is the last word in this case.
It is only binding law in Saskatchewan law and turns in part on a Saskatchewan electronic signatures law which is similar to, but not identical with, the corresponding Ontario law.
However, as we said in our last article:
there is no reason that a “thumbs up” emoji may not be found to be adopted as someone’s signature in Ontario if the surrounding evidence supports that conclusion. Evidence of the intent to adopt, and reliability, is still required- much like with any signature.
For our Ontario clients and readers, until there is a parallel case in Ontario (preferably from the Court of Appeal), this is not quite the final word.
Stay tuned.
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