[HN Gopher] A farmer responded to a contract question with a thu...
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A farmer responded to a contract question with a thumbs up - now
has to pay $82K
Author : goodcanadian
Score : 30 points
Date : 2023-07-06 16:54 UTC (6 hours ago)
(HTM) web link (www.cbc.ca)
(TXT) w3m dump (www.cbc.ca)
| scohesc wrote:
| Now that there's legal precedent for this, I can't wait to sign
| my cellphone and internet contracts with emojis when they're up
| for renewal to see if they'll accept them - somehow I doubt it.
|
| Pictures are ambiguous. A response like "I will deliver X amount
| of flax to you at Y price" and not delivering months later would
| be grounds for a lawsuit, but a picture of a thumbs up? Nah.
|
| Maybe I'm getting old, but it seems so foolish to apply legal
| power to a picture of a thumbs up when an eggplant colloquially
| means "penis" and a leaf means "weed".
| OkayPhysicist wrote:
| Ignore the emoji for second. The lawsuit would not be any
| different (save for a less funny headline) if the farmer had
| responded "okay" or "affirmative" or "alright". The farmer's
| arguing he responded to the request to read the contract, the
| flax seller is arguing they were responding to the contract
| itself. Nobody involved is asserting that that the emoji itself
| was ambiguous, merely what it was in response to.
| huimang wrote:
| "Maybe I'm getting old, but it seems so foolish to apply legal
| power to a picture of a thumbs up when an eggplant colloquially
| means "penis" and a leaf means "weed".
|
| So we can agree that some emoji hold well-understood meanings.
| In the same way that some letters strung together can hold
| meanings. Any reasonable person would understand the meaning of
| a thumbs-up emoji in response to "please confirm flax contract"
| (and no other response).
|
| The precedent, if anything, is acknowledging that people can,
| and do, communicate with emojis.
| ang_cire wrote:
| But the meaning is ambiguous.
|
| If the farmer had typed, "got it", that could either be an
| acknowledgement of receipt or an expression of understanding,
| and the thumbs-up is used the same way.
|
| Contract agreements need to be explicit. Allowing someone to
| use "gotchas" to lock people into contractual obligations is
| abusive af.
| NoboruWataya wrote:
| > Contract agreements need to be explicit.
|
| They actually don't. Courts have to grapple with poorly
| documented agreements all the time. They do so by hearing
| arguments from both sides and looking at context for clues
| as to the parties' intentions.
|
| You can argue that a society where all contracts have to be
| spelled out in writing would be a better society, but it's
| not the society we live in and never has been. Making up a
| rule like this now would be hugely disruptive as it would
| mean that many agreements that were enforceable yesterday
| are unenforceable today.
|
| Using "gotchas" to wriggle out of contractual obligations
| because the market has turned against you is similarly
| abusive.
| ComputerGuru wrote:
| It's unfortunate that pretty much all decisions become precedent
| (given that Canada/Saskatchewan has Common Law). In a case like
| this where the farmer responded with the thumbs up emoji, claims
| it was only to signal "ACK'd and will respond later", but didn't
| respond with "yes" or "no" afterwards, I suppose it's fine to
| assume that the thumbs up was a sign of legal/contractual assent
| and he's trying to retcon what actually happened.
|
| But do you want it to be codified as precedent that signing with
| a thumbs up is a valid legal signature? Also, the meanings of
| emoji change (see the sexual connotations that many emoji have
| picked up since their release - those connotations weren't
| present on day zero), so how do you protect against that?
| [deleted]
| NoboruWataya wrote:
| Not a Canadian lawyer, so I stand to be corrected by someone
| who is. But in common law jurisdictions generally, there is no
| such thing as a "valid" or "invalid" signature for simple
| contracts. Certain types of contract like deeds etc do have
| formalities that need to be observed for them to be validly
| executed. But in general, a basic contract requires (a) an
| offer, (b) an acceptance, (c) consideration and (d) an
| intention to create legal relations. Whether these things are
| present is a question of fact, not of law. In theory you can
| communicate your acceptance of an offer by a text message that
| just says "k", or a handshake, or a nod, or a grunt. There is
| no reason why you couldn't do so by sending a thumbs up emoji.
|
| Of course, doing business this way introduces evidentiary
| difficulties that may make your (or your counterparty's) life
| hard later on. A lawyer would certainly never recommend you
| document a contract this way. But a court will nevertheless
| look at the evidence before it and do its best to determine
| whether the elements of a contract referred to above are
| present.
| bshipp wrote:
| Precisely. The use of the emoji was tangential to the
| evidence that contracts between these two parties had
| previously been negotiated via text messages.
|
| > "The Court of King's Bench decision said a grain buyer with
| South West Terminal sent a text to farmers in March 2021
| saying that the company was looking to buy 86 tonnes of flax
| for $17 per bushel to be delivered in the fall."
|
| > "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.'"
|
| It's not like the court determined a thumbs-up emoji is now
| equivalent to a witnessed signature or anything.
| zajio1am wrote:
| > But in common law jurisdictions generally, there is no such
| thing as a "valid" or "invalid" signature for simple
| contracts.
|
| Note that this is also true for many civil law systems.
| autoexec wrote:
| > Also, the meanings of emoji change (see the sexual
| connotations that many emoji have picked up since their release
| - those connotations weren't present on day zero), so how do
| you protect against that?
|
| I'm not too worried about it. I think that even if in the
| future the thumbs up emoji unambiguously meant "I like butts"
| or something a judge would do exactly the same thing they did
| in this case and apply common sense. A thumbs up today signals
| agreement, so it meant the contract was agreed to. In the
| future, if someone goes to court because they didn't mean to
| sign the contract they could make the case "I was professing my
| love of butts!" and a judge would say "Yep, that's what the
| thumbs up emoji means to most people! The contract is unsigned"
|
| The precedent here is that intent matters more than a
| signature, not that the thumbs up sign is always going to be
| how contracts are signed.
| huimang wrote:
| "those connotations weren't present on day zero), so how do you
| protect against that"
|
| The same way that you deal with any words - you evaluate them
| in context. A thumbs-up emoji can be reasonably interpreted in
| this case as a confirmation of the contract.
| ChrisArchitect wrote:
| [dupe]
| ChrisArchitect wrote:
| https://news.ycombinator.com/item?id=36618650
| badrabbit wrote:
| I am confused why anyone would even consider this news. If there
| is considerarion to the farmer then what is so special about the
| emoji? Any reasonable person considers it an affirmative
| response.
|
| Think of it this way, if this was some EULA and instead of "i
| agree" there was a thumbs up emoji, would it not still be valid?
| achow wrote:
| > _Any reasonable person considers it an affirmative response._
|
| Affirmative response to what - have received the message or
| have agreed to the content of the message? That is the issue. I
| can easily see farmer's side of the story.
|
| EULA by nature of its delivery does not have these state - have
| landed on the webpage page, and agree to the content of the
| page.
| badrabbit wrote:
| If the message contains a question then it is an answer, if
| not I can see that being acknowledgent of receiving it.
|
| The word "ok" is the same. Ok what? Ok you received it or ok
| you agree with the contract?
| error503 wrote:
| There was a call to action, not a question: 'please confirm
| flax contract'. The thumbs up could easily be interpreted
| as 'understood, will confirm', and personally that'd be my
| interpretation, given the situation. It seems especially
| likely if there wasn't much of a delay before the response
| was sent (sufficient time to adequately review the
| contract).
| bshipp wrote:
| 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).
|
| 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).
|
| EDIT: now that I think more about it, I'd guess 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.
| lostlogin wrote:
| > If you're responding to a buyer offering an $57,000 contract
| with an emoji you're not acting very professionally.
|
| Maybe not, but if I sent a text saying 'I've sent you the
| contract' and got a thumbs up or the iOS Tapback thumbs up,
| 100% I'd assume they were acknowledging my message, not signing
| the contract.
|
| Would a voice replying saying 'yes' or 'yeah' constitute a
| signed contract too?
| dragonwriter wrote:
| > Maybe not, but if I sent a text saying 'I've sent you the
| contract'
|
| That's not what the text here said.
|
| Yes, the same terse response in a different context has a
| different natural interpretation.
| mission_failed wrote:
| Yeah the article clearly states that the message sent was
| "please confirm contract" and the response was [thumbs up].
| bshipp wrote:
| If this is the first time you've interacted with a
| buyer/seller, absolutely you'd need clarification. But if
| they've been dealing together for years and the farmer has
| previously responded--and delivered--on a text message
| contract, it's a different story.
|
| I standby my assertion that the farmer simply forgot about
| this exchange and was shocked to get a bill for the
| replacement value of the contract when he didn't show up with
| it. 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.
| rockemsockem wrote:
| Agreement via text in text message and agreement via emoji
| in text message are two different things. I wish the
| article would have been more specific about the past texts,
| if they were also thumbs up, then the farmer clearly
| agreed, but if the past affirmative agreements were written
| in text, then I don't think the ruling was reasonable.
| bshipp wrote:
| The emoji is certainly problematic, but it wasn't the
| sole piece of evidence regarding the contract.
|
| "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.'"
|
| If I've talked to you on the phone about the contract and
| then send the image with a request to confirm the flax
| contract, it's harder to argue that a thumbs-up only
| reflects receipt of the message instead of a
| confirmation, especially if no further response is sent
| by the recipient.
| GloomyBoots wrote:
| I don't think it's hard to argue that. We have multiple
| people in this thread, including myself, who understand
| that a thumbs up often denotes acknowledgment rather than
| acceptance, an "OK" rather than a "yes". If I discuss an
| agreement with you and then send it over, and you send me
| a thumbs up, I'm still going to interpret it that way and
| follow up later for a clear confirmation.
|
| I can see how the buyer might interpret it as acceptance,
| but it's such a vague response that it was irresponsible
| not to follow up, and I can't help but disagree with the
| decision in this case.
| lostlogin wrote:
| > thumbs up often denotes acknowledgment rather than
| acceptance
|
| This is the key. It's a pity there isn't a widely
| accepted standard here. A 'friendly acknowledge' and an
| 'I accept'.
|
| That said, this is why contracts exists.
| disiplus wrote:
| If I spoke with you on the phone about the contract and
| sent you the contract later on WhatsApp with a message
| please confirm the contract. And you answered with thumbs
| up. I would assume that you are confirming the contract
| and not that you received it.
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(page generated 2023-07-06 23:03 UTC)