[HN Gopher] Farmer ordered to pay $CAD82k after confusion over m...
___________________________________________________________________
Farmer ordered to pay $CAD82k after confusion over meaning of
thumbs-up emoji
Author : ColinWright
Score : 114 points
Date : 2023-07-08 11:04 UTC (11 hours ago)
(HTM) web link (www.abc.net.au)
(TXT) w3m dump (www.abc.net.au)
| quickthrower2 wrote:
| Good old commodities trading ;-)
| jbverschoor wrote:
| What about a dreaded accidental double tap
| unsupp0rted wrote:
| Seller could quickly follow-up to the double-tap with a
| "reviewing now" or "will approve later" and then no matter the
| emoji it won't be a signed contract.
| jbverschoor wrote:
| This is the world upside down.
| Supermancho wrote:
| It's the world same as it ever was. If you say "uh huh" in
| an oral contract, you would have to say "wait, nevermind"
| if you immediately wanted to correct the immediate mistake
| (answering someone else or other reasoning). A contract is
| not strictly written to, but _agreed to_ by both parties.
| aaron695 wrote:
| [dead]
| rkagerer wrote:
| I always prefer the notation CAD$82k over $CAD82k
| villgax wrote:
| t(-_-t)
| csomar wrote:
| The article seems to be missing an important piece of evidence
|
| > He said: "I am satisfied on the balance of probabilities that
| Chris okayed or approved the contract just like he had done
| before except this time he used a thumbs-up emoji."
|
| It does seem that the farmer has agreed to previous contracts in
| a "similar fashion" which is, apparently, what the judge based
| his decision on. It's easy to make commentaries here about how
| crazy this is when we do not have the full facts of the story.
| ghusto wrote:
| "just like he had done before except this time he used a
| thumbs-up emoji"
|
| Surely the "_except_ this time he used a thumbs-up emoji" means
| he did _not_ use the thumbs up to mean acceptance before?
| sokoloff wrote:
| If he previously said "okay" but said "ok" this time... Or
| sent the OK emoji... Or previously said "yes" but this time
| said "yup" or sent a Yes emoji...
|
| In all those cases (and this case), I'd conclude exactly as
| the court did. I don't think this was some kind of trickery
| being attempted by the plaintiff, but rather they made a
| completely reasonable conclusion that they had an accepted
| contract.
| jeremyjh wrote:
| Yeah, this was clearly a farmer trying to back out of a
| contract after prices had skyrocketed and he could do
| better than deliver on his existing deal. There was clearly
| a meeting of the minds here, and that is all that is
| required for a contractual obligation to be enforceable.
| gambiting wrote:
| He used words like "yup" and "looks good" in the past to
| accept the contracts - the judge ruled that a thumbs up emoji
| is effectively the same as saying "yup" which as demonstrated
| was enough for him to accept contracts in the past. To make a
| difference between "yup" and an emoji at this point is to
| engage in a linguistic discussion that avoids the core of the
| issue - if your contractor was previously accepting contracts
| by saying "yup", is a thumbs up emoji just as good? The judge
| seems to think so.
| noodlenotes wrote:
| That would be like saying he used "yup" to sign contracts in
| the past except this time he used "yeah" (if you accept that
| yup, yeah, and thumbs up emoji are all linguistically
| equivalent).
| lolinder wrote:
| We do have the full facts, this article just doesn't link to
| the actual ruling, which is a personal pet peeve of mine.
|
| https://www.livelaw.in/pdf_upload/2023skkb116-480130.pdf
| ChrisArchitect wrote:
| [dupe]
| aio2 wrote:
| that thumb was worth 82k, holy shit
| mynameishere wrote:
| [flagged]
| rsynnott wrote:
| Yeah, I'd go with the not running a company approach if I were
| you.
| weird-eye-issue wrote:
| Do everyone a favor and don't run a company
| fundad wrote:
| Our mythical small family farmers are actually landed gentry
| operating massive businesses and making 6 figure deals over
| SMS.
| tobyhinloopen wrote:
| ^ Same, and I jokingly complimented the client's haircut the
| same day (he's bald)
| ThunderSizzle wrote:
| You sound like a joyish person to work with.
| ghusto wrote:
| To be fair, he's talking this context in particular. I
| wouldn't be anywhere near as harsh, but would definitely
| frown on somebody replying to a legal contract with a thumbs
| up to mean "I accept".
|
| If it were the other party, I would (and have) asked for
| clarification. Surprise; there have been multiple instances
| of potential disaster caught early this way!
| tobyhinloopen wrote:
| I actually run a company and the use of babyish icons are very
| widespread and common. Discussing terms and details about large
| contracts are absolutely done using childish methods like
| complimenting a client's haircut (the client was bald), sending
| emojis, and other informal texts and apps.
|
| Most people (we deal with) are just working to get stuff done
| and have fun while doing so. I don't think I've seen any
| environment where people were suited up or addresses each other
| in a matter that's "formal"
| mynameishere wrote:
| Everybody gets to run their own business as they please. I
| would insist on clear communications in all dealings. I am
| not going to try to interpret anybody's hieroglyphics, no
| matter how much fun I might miss out on.
| nubinetwork wrote:
| https://news.ycombinator.com/item?id=36618650
| https://news.ycombinator.com/item?id=36618977
| https://news.ycombinator.com/item?id=36620437
| https://news.ycombinator.com/item?id=36621950
| https://news.ycombinator.com/item?id=36624684
| https://news.ycombinator.com/item?id=36637158
| https://news.ycombinator.com/item?id=36639726
| the-printer wrote:
| This is nuts. I can understand the appeal of "legacy" articles
| (ones that spring up from time to time across months/years)
| being valuable as individual records. But there should be a way
| for articles/threads like this one that cover current events
| and are reposted from multiple sources multiple times
| throughout the initial news cycle to be consolidated; sources,
| comments, etc somehow rolled onto a single page. Or something.
|
| Cc: dan(g)
| ChrisArchitect wrote:
| Just gotta mention they're a dupe earlier and maybe link to
| where the discussion is happening. The problem is people
| upvoting this like crazy when it's already been big and lots
| of comments elsewhere ....stop upvoting this!
| dahart wrote:
| They're all different URLs and all have different titles.
| Looks like most of those didn't make it to the front page,
| so it hasn't been that "big". I didn't see any of those
| articles. Why do you think upvoting is the problem? How are
| people supposed to know? The mods here do often merge
| submissions when necessary (when dupes make it to the front
| page within a short enough time frame). I don't see much of
| a problem in this case, and I disagree strongly with the
| command to stop upvoting. It's fine when people notice, but
| it's not our responsibility as readers to spend time
| searching for dupes and filter them out. Dupes in the "new"
| page are to be expected at all times, because HN is a user-
| submit system, so different people are always going to be
| racing to submit the same news. It's not a problem until
| dupes hit the front page and comment sections get large.
| lolinder wrote:
| The actual ruling [0] is very approachable and far more
| interesting than the article above. The farmer was in the habit
| of accepting contracts from this particular company by saying
| "yup" or "looks good" or similar short responses. SWT quite
| reasonably took this usage of the thumbs up emoji as just another
| one of the farmer's casual signatures.
|
| If Chris sincerely did not intend to sign the contract, he really
| should not have been in the habit of accepting contracts with a
| casual single-word reply in the first place. Had he insisted on a
| more formal process in prior negotiations with SWT, I doubt the
| judge would have granted summary judgement in this case (and SWT
| probably wouldn't have assumed the thumbs up was a signature).
|
| [0] https://www.livelaw.in/pdf_upload/2023skkb116-480130.pdf
| glimshe wrote:
| Interesting.
|
| I think that the assumption that a thumbs up is the same of a
| full contractual acceptance (vs "ok, I received it" or
| "contract looks good, let me now think about it") should only
| be made under a very specific and narrow context, that is, the
| party has a history of accepting contracts with brief
| sentences.
| lolinder wrote:
| Yes, the judge explicitly calls out in his decision that it
| counted as a signature because it was consistent with their
| prior negotiations (emphasis added):
|
| > In my opinion the signature requirement was met by the
| {{THUMBS UP}} emoji originating from Chris and his unique
| cell phone ... 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._
|
| > This court readily acknowledges that a {{THUMBS UP}} 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.
| local_crmdgeon wrote:
| What a reasonable opinion
| Svip wrote:
| Since it's a Canadian story, perhaps link to a Canadian news
| source? https://www.cbc.ca/news/canada/saskatchewan/thumbs-up-
| emoji-...
| s1artibartfast wrote:
| Knowing and having worked with several farmers I have a little
| bit more mixed opinion on the ruling. Many of them prefer to
| operate without contract, eg, I'll deliver the goods but I
| won't sign your docs.
|
| This case seems to turn on weather any of these past contracts
| were actually binding, and maybe they were if there was a clear
| enough response.
|
| However,if both parties have crappy business processes that run
| without signatures, I would think that disputed signatures
| would default to non binding.
|
| >Had he insisted on a more formal process in prior negotiations
| with SWT, I doubt the judge would have granted summary
| judgement in this case (and SWT probably wouldn't have assumed
| the thumbs up was a signature).
|
| Similarly, if SWT had insisted on signed contracts, there
| wouldn't be any question of if these terms were accepted.
|
| It seems like there is at least some contribution here.
| FredPret wrote:
| But contracts are about agreement, not signatures.
| lolinder wrote:
| The judge addresses this question and found that neither
| party disputed that the past contracts were in fact
| contracts:
|
| > 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.
| s1artibartfast wrote:
| So I agree with part of that and disagree with part of
| that.
|
| The part I agree with is that giving a thumbs up too the
| specific request to "Please confirm terms of durum
| contract" is acceptance.
|
| The part that doesn't sit well with me is the argument that
| past performance of delivery alone validates a contract.
|
| I think I agree with the decision, but it is because the
| farmer affirmed agreement to the terms each time, not
| because making a delivery implies that existence of a
| contract.
| lolinder wrote:
| It's not just making the delivery, it's receiving a
| contract and confirming it, making the delivery according
| to the terms of the contract, and receiving the payment
| spelled out in the contract.
|
| There was a formal contract that was sent and the terms
| of that contract were held to after the farmer said "ok",
| and the farmer never denied that he intended to be held
| to the terms of the contract that he had been sent. It's
| pretty clear to me that everyone involved believed there
| was a contract in the prior cases.
| s1artibartfast wrote:
| I feel like I am beating a dead horse here, but I dont
| think I am debating anything you are saying or the final
| judgement.
|
| I am highlighting a specific part of the judgement: how
| much delivering and receiving payment demonstrates
| contract agreement in a vacuum.
|
| Delivery is evidence that "yups" signified contractual
| agreement. Delivery in absence the "yups" should not be
| construed as evidence of contractual agreement, at least
| not to the full terms specified.
|
| Imagine a counterfactual without the "yups" but where
| Chris simply responded with "I will deliver the flax at
| that price".
| lolinder wrote:
| What part of the judgment are you responding to? I didn't
| notice any part of the judgment that talked about
| delivery in a vacuum, it was always about the combination
| of factors.
| bawolff wrote:
| > Many of them prefer to operate without contract, eg, I'll
| deliver the goods but I won't sign your docs.
|
| But that's prerty clearly a contract. I agree to deliver
| goods in exchange for money, is still a binding contract even
| if you never sign anything.
| zugi wrote:
| It is _a_ contract but not necessarily _the_ contract. The
| proposed written contract may have more terms and
| conditions. By buying and selling without a signed
| contract, you 're agreeing to basic price and quantity
| without having to read and agree to a potential litany of
| other terms. Like what happens when you buy something from
| a store.
|
| So it may not be relevant for this case, but in general
| buying and selling without a contract saves you from having
| to pore through legal details.
| s1artibartfast wrote:
| And some of those contract terms can be more or less
| favorable to one party than what a could would decide in
| the absence of an explicit contract stating otherwise.
| s1artibartfast wrote:
| Yes, but the specific terms and conditions are not
| specified and you have to fall back on general law instead
| of contract enforcement.
| unsupp0rted wrote:
| I have a client like this. Any 3-sentence email is too long for
| him to write or read. People ask him "Option A or Option B?"
| questions and he replies "yes", resulting in 3 more back-and-
| forth emails to clear up confusion. It's always the other
| party's fault for being confusing.
|
| I can totally see him approving an $80k deal with a thumb's up
| then turning into a lawyer when held to it.
| FredPret wrote:
| I think what you should do is offer option A only, and make
| it the one that is preferable to you. Buyers get what they
| deserve in the end.
| kevinventullo wrote:
| I'm on my HOA board and this describes every single vendor we
| work with. Absolutely infuriating, and I don't understand how
| they graduated high school.
| unsupp0rted wrote:
| I don't understand how they graduated high school and they
| don't understand how I don't own a business that makes 7
| figures, since it's so easy for them to do.
|
| Life is confusing to me, pretty much every day.
| DANmode wrote:
| It IS pretty easy, if you: pay no deep attention to
| anything, and delegate all tasks, even if to hacks or
| fucking idiots.
| tennisflyi wrote:
| I emailed a YouTuber about a product and their answer was
| so terse/unprofessional.
|
| The bar is low for be successful businesses . Lots of
| makeup on a pig. Ultimately, just do it.
| shepardrtc wrote:
| > People ask him "Option A or Option B?" questions and he
| replies "yes"
|
| He's probably just dragging his feet.
| unsupp0rted wrote:
| It's silly stuff like "Bill said he's free Wednesday or
| Thursday: which slot works for you?"
|
| Yes.
| DANmode wrote:
| Speaking from experience with the functionally
| illiterate: they read this as "Wednesday....work for
| you?"
| byronvickers wrote:
| This is absolutely my experience as well. I used to
| encounter this regularly in a professional context and
| ended up just replying with a confirmation that "option
| A" was what he'd agreed to. I was never mistaken.
| DANmode wrote:
| And it's OUR fault these people are allowed to continue
| existing unimpeded in society.
|
| Just so we're all on the same page.
| shepardrtc wrote:
| Maybe assume he's reading it as "Wednesday? Thursday?"
| "Yes". Meaning, he's saying yes to the latter of the two.
| 0cf8612b2e1e wrote:
| Ha, I would typically assume the former. Usually people
| lead with the strongest/most desirable option. The
| remainder are all technically available.
| anigbrowl wrote:
| Stop being so accommodating. Some clients are not worth
| the trouble.
| unsupp0rted wrote:
| There are a lot more pluses than minuses.
|
| The pluses aren't interesting enough for me tell stories
| about on HN, so you're getting a skewed image.
| arp242 wrote:
| Had something very similar happen about 20 years ago.
|
| I was a scout leader at the time, and one of the other leaders
| phoned another scout group to rent their building for our
| summer camp. They mentioned a price, he said "okay", intending
| to be "okay, I understood that's the price, let's discus"
| whereas they took it as "okay, I agree to this price, and we'll
| rent it".
|
| Long story short, turns out verbal contracts like this very
| much are enforcible, and they were pretty adamant about
| enforcing it. Who knows if it would have held up in court, but
| just paying the "cancellation fee" was cheaper than lawyers,
|
| Absolutely outrageous a volunteer non-profit organisation would
| squeeze another volunteer non-profit like this by the way; this
| was well before the planned date and the confusion came to
| light within days of the "okay", so they suffered basically
| zero damages. Bunch of twats.
| 0cf8612b2e1e wrote:
| That was a confusingly terse response to give verbally. If
| someone only said, "Ok", I suspect I would have assumed the
| same as the rentee (although, I hope I would have been astute
| enough to confirm the confirmation). Regardless, for what was
| likely never much of a money making operation, definitely
| poor taste to stick to their guns and enforce the deal.
| nneonneo wrote:
| > Q. Yeah. What kind of phone do you have?
|
| > A. An iPhone.
|
| > Q. Good. Good. That's the best kind of phone. So when you're
| on your - - I have an iPhone as well.
|
| What a funny exchange of pleasantries in cross examination...
| 0cf8612b2e1e wrote:
| Also worth highlighting that the contact price was $669 per
| tonne, but the spot price at time of delivery was $1614 per
| tonne for 87 tonnes ($58k contract vs $140k spot)
|
| I am not sure how much the future deliveries and spot prices
| diverge (I would expect savings on pre-purchasing), but there
| was potentially significant profit motivation for the seller to
| find any reason to back out of the deal.
| roenxi wrote:
| This behaviour must be the result of some sort of internal
| policy; but it really highlights just how low the quality of
| corporate[0] journalism is. They're doing not much useful
| except polluting a search for the case details with links to
| their poorly articulated take. It'd be so easy to include the
| link or a copy of the PDF in the article. But they just aren't
| in a headspace where people might want facts, context or
| otherwise have an interest in the details of the story.
|
| The professionalism of these services is poor. We don't even
| have the name of the person stirring up clickbait.
|
| [0] The ABC is government funded, but still follows the same
| basic model as all the rest and it looks like they lifted this
| off Reuters.
| goodbyesf wrote:
| > They're doing not much useful except polluting a search for
| the case details with links to their poorly articulated take.
|
| Polluting a search indeed. On youtube, it feel like every
| search result, even if not news related, is filled with links
| to news. I just don't get it.
|
| > it looks like they lifted this off Reuters.
|
| The source of most news is the AP or Reuters. If the company
| wants to add their spin on a topic, they'll have their
| journalists add to the ap or reuters articles.
| tourmalinetaco wrote:
| > On youtube, it feel like every search result, even if not
| news related, is filled with links to news. I just don't
| get it.
|
| Or product reviews. I looked up "science of active noise
| cancelling headphones" to explain the science more easily
| to a friend, and 2/10 were actually what I wanted. The rest
| were "BEST HEADPHONES EVER?! What YOU need to know!"-type
| garbage.
| baron816 wrote:
| Anyone notice they did the currency conversion backwards? CAD$82K
| = USD$62k
| rflrob wrote:
| The article is from a .au TLD, and the conversion to Australian
| dollars is roughly correct.
| avgcorrection wrote:
| American moment.
| activiation wrote:
| Posted this a few days ago on HN... Pretty funny... He should
| have said that AI automatically posted this emoji for him
| cinbun8 wrote:
| Found the filing:
| https://www.canlii.org/en/sk/skkb/doc/2023/2023skkb116/2023s...
|
| It's pretty funny. The thumbs up was accepted by the court as an
| electronic signature.
|
| ---------------------
|
| MR. JORDAAN: Objection. My client is not an expert in emojis.
|
| MR. MARSCHAL: Okay.
|
| Q.MR. MARSCHAL:But he does send emojis, correct?
|
| A.Yes.
|
| ---------------------
| operator-name wrote:
| > This has led the parties to a far flung search for the
| equivalent of the Rosetta Stone in cases from Israel, New York
| State and some tribunals in Canada, etc. to unearth what a
| emoji means.
| rlpb wrote:
| Ah, so "I am not an expert in English" must be sufficient to
| get out of contracts!
| bawolff wrote:
| I mean, if you literally dont understand what you are signing
| it probably would be (ianal)
| OJFord wrote:
| Only if the counterparty couldn't reasonably have expected
| you to understand what was happening, i.e. they didn't know
| you didn't understand English. Also NAL, but saw a (an
| English) case recently for wrongful termination where a
| Polish baker was dismissed after written warnings the
| employer knew he couldn't read/understand. (Baker awarded
| damages.)
| hyperthesis wrote:
| Context: they already had a verbal deal on the phone, then the
| buyer sent the terms by phone, and the farmer texted back a
| thumbs-up. They'd done similar, three times before, and he'd
| texted back "looks good", "ok" and "yup" - and subsequently
| delivered and got paid.
|
| Background: market price went from $17 to $41 per bushel; the
| farmer didn't have it on hand; a crop failure possibility was
| later mentioned. [Maybe why the price increased?]
|
| Note: the thumbs-up is just for assent - the parties still need
| to agree on terms etc (as they did here). In fact, the farmer
| argued that the flax contract differed from their previous
| durum contracts, because he didn't have it on hand, and usually
| required an "act of god" clause to cover crop failure - but
| crucially, the buyer didn't know this, so objectively, it would
| seem the same.
|
| BTW: It's not binding: there's two higher courts in Canada. But
| the judge refutes the technical legal objections to this form
| of assent.
| subroutine wrote:
| Previous contracts delivered without issue...
|
| 5. On July 14, 2020, after discussing and agreeing on a
| contract with Chris Achter, I prepared a contract for the sale
| of 185 metric tons of durum wheat from Achter Ltd. to SWT for
| $312 per ton. I signed the contract and then took a photo of it
| using my cell phone and sent it to Chris. I messaged: "Please
| confirm terms of contract." Chris texted me back: "Looks good".
| Achter Ltd. delivered on this contract without issue. (Exhibit
| "B")
|
| 6. On September 11, 2020, after discussing and agreeing on a
| contract with Chris, I prepared a contract for the sale of 131
| metric tons of wheat from Achter Ltd. to SWT for a price of
| $284 per ton. I signed the contract and then took a photo of it
| using my cell phone and sent it to Chris. I messaged: "Please
| confirm terms of durum contract". Chris texted me back: "Ok".
| Achter Ltd. delivered on this contract without issue (Exhibit
| "C").
|
| 7. On October 21, 2020, after discussing and agreeing on a
| contract with Chris, I prepared a contract for the sale of 395
| metric tons of durum wheat from Achter Ltd. to SWT for a price
| of $308 per ton. I signed the contract and then took a photo of
| it using my cell phone and sent it to Chris. I messaged:
| "Please confirm terms of durum contract". Chris texted me back:
| "Yup". Achter Ltd. delivered on this contract without issue.
| (Exhibit "D").
|
| The flax contract...
|
| 10. I then called Chris about the potential flax contract. I
| said "I assume you talked to Bob about this" and Chris
| confirmed that he had spoken to Bob and wanted to enter into a
| flax contract for 87 metric tons of flax at $669 per ton. I
| told Chris I'd send the contract by text message and ask him to
| confirm he contract via text when it came through, which Chris
| agreed to do.
|
| 11. I then wrote up the contract for a purchase of 87 metric
| tons of flax for $669 per ton. I signed the contract, took a
| photo of it and texted it to Chris. I messaged: "Please confirm
| flax contract". Chris tested back a thumbs up emoji. I
| understood this to be that Chris was agreeing to the contract.
| A copy of the contract and the text message is attached as
| Exhibit "E".
| defrost wrote:
| Another context here is a few centuries of past and current
| Anglo-sphere (UK, Canada, Australia) farming contracts and
| sales in general.
|
| Stock, grain, feed, etc has been routinely traded in yards,
| auctions, annual shows in large units ( a years worth of
| lambs, feed for six months ) on the basis of a price and
| amount agreed upon with terse affirmatives.
|
| A nod, a handshake, a yep, a thumbs up have all been used to
| seal similar scale transactions in agriculture since formal
| law came into being making it a solid part of common law.
| titanomachy wrote:
| TIL I am getting fleeced whenever I buy whole grains at the
| grocery store. I should just buy a metric ton of wheat for a
| couple hundred dollars and be set for life.
| local_crmdgeon wrote:
| Weevils
| xg15 wrote:
| Who exactly is an "expert on emojis" then? Anthropology majors
| and Unicode nerds?
| detourdog wrote:
| I was deep into the study of emoticons. When emojis showed up
| and I didn't have the energy to change my taxonomy.
| peddling-brink wrote:
| Millennials and Zoomers.
| ColinWright wrote:
| In short, in some circumstances replying with a thumbs-up emoji
| to a photograph of a contract can be as legally binding as
| _signing the contract_.
|
| _" In a summary judgement that contained 24 instances of the
| emoji, Judge T J Keene resolved the issue by ruling that a
| thumbs-up emoji is enough to accept contractual terms."_
| nivertech wrote:
| What's next? Double Green Check icon in WhatsApp message with a
| contract can be as legally binding as signing the contract?
|
| Why people are wasting many millions of dollars to implement
| cryptographically-secure electronic signature systems, if a
| simple thumbs-up emoji is enogh? ;)
|
| Some contarcts can be closed verbaly in-person, but this is not
| the case, because they didn't talked in-person, but over a
| remote digital medium.
|
| Common Law system is flawed.
| krisoft wrote:
| > Why people are wasting many millions of dollars to
| implement cryptographically-secure electronic signature
| systems, if a simple thumbs-up emoji is enogh? ;)
|
| People insist on formalities (of all kind) precisely in order
| to avoid these kind of lawsuits. Paying all those lawyers is
| not cheap.
|
| > What's next?
|
| It is not like this was some hapless chap who got suckered
| into a deal. They had a business relationship going on for
| years and they have agreed on similar deals with not much
| more than a thumbs up emoji.
|
| > Common Law system is flawed.
|
| What aspect of this story makes you think that?
| ncphil wrote:
| Although I'm not a fan of the common law system, it isn't
| the problem here. The problem is a culture that so elevates
| informality that there are no guardrails left to ensure
| careful, thoughtful, deliberation even in business deals
| involving tens of thousands of dollars. Next up,
| declaration of war by tweet.
| nivertech wrote:
| https://news.ycombinator.com/item?id=36644084
| wouldbecouldbe wrote:
| We should go back to common law. Your word is your word,
| whether that's digital or not. If you sends a positive
| confirmation in the form of a emoiji and then never follow up
| that's on you. He had for sure a week or more to clarify he
| could or couldn't fulfill the order without repurcussions.
| [deleted]
| NoZebra120vClip wrote:
| > What's next?
|
| If you text :eggplant: to your wife, then you might get her
| pregnant!
| dsego wrote:
| You could argue that a thumbs-up emoji is equivalent to a
| handshake and a verbal agreement.
| atq2119 wrote:
| That is precisely the argument, and it is a perfectly
| reasonable one, especially in the right context.
| nivertech wrote:
| Verbal agreement usually done in person. Maybe it can be
| done over the phone using voice communication. But using a
| simple emoji is stretching it out, as there is no context:
| you can't see the counterpart's face, you don't hear their
| intonations in their voice. You don't even have UPPER CASE
| or punctuation marks.
| fsh wrote:
| From the article:
|
| _Chris Achter, the owner of a farming company in Swift
| Current, Saskatchewan, had sent a thumbs-up emoji in
| response to a photograph of a flax-buying contract from a
| grains buyer in 2021._
|
| Sending a written contract should provide more than
| enough context to the counterpart.
| nivertech wrote:
| I'm talking about the context in the reply (outgoing
| message), not the context in the incomming message.
|
| The most obvious explanation is the confirmation of the
| recieval.
|
| _> Mr Achter said he used it only to indicate that he
| had received the contract, but not to indicate his
| agreement._
|
| I also frequently have fat finger emojis in Slack,
| Discord or WhatsApp, now it's legally bounded?
|
| I live in the country with the Common Law system, but
| even worse than in Canada, as the judges here don't care
| about the written contracts. The former President of the
| Supreme Court even said something like "I don't care
| what's written in the contract", and basically had
| arbitrary rulings based on his own understandings.
|
| Because of that most tech companies here have an
| arbitration clause in contracts that all disputes will be
| resolved outside of our local jurisdiction. Usually in
| Delaware.
| labcomputer wrote:
| > > Mr Achter said he used it only to indicate that he
| had received the contract, but not to indicate his
| agreement.
|
| Yea, he _said_ that. After the spot price of his
| commodity nearly _tripled_ compared to when he accepted
| the contract several months earlier. And after half a
| decade of accepting similar contracts with similarly-
| terse replies.
|
| > I also frequently have fat finger emojis in Slack,
| Discord or WhatsApp, now it's legally bounded?
|
| I imagine that if he had quickly (within a day or so)
| followed up with "oops, fat-fingered that", the contract
| would have been voided.
| krisoft wrote:
| > I also frequently have fat finger emojis in Slack,
| Discord or WhatsApp, now it's legally bounded?
|
| No. The judge decided based on the specific facts of this
| specific case that in this context the emoji meant that
| the contract was accepted.
|
| You can read the judgement here: https://images.assettype
| .com/barandbench/2023-07/17ed50ce-4e...
|
| quote: "What sets this case apart is the use of a thumbs
| up emoji "<thumbs up emoji>" and what that meant in the
| context of the specific facts of this law suit."
|
| > The most obvious explanation is the confirmation of the
| recieval.
|
| This was not the understanding of the judge on a balance
| of probabilities in this specific case.
|
| This is the relevant quote from the judgement: "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."
|
| Thus if you want to avoid accidentally accepting a
| contract by fat-fingering an emoji, then do not accept
| contracts with short words like "yup". Rather insist on
| more formality. Simple as that. If Chris would have said
| in previous occasions "that sounds about right, send it
| over as PDF, and I will send you back a signed PDF" that
| would have probably been enough to convince the judge
| that the simple thumbs up emoji was not meant as
| confirmation of receipt.
| sokoloff wrote:
| > I also frequently have fat finger emojis in Slack,
| Discord or WhatsApp, now it's legally bounded?
|
| I would bet my business prospects that no court would
| conclude that a thumbs-up followed less than a minute
| later by a "disregard previous typo" message as binding
| acceptance.
|
| This is not some trick "no backsies" situation, but
| rather a case where a pattern of short acceptance
| messages was continued, just in picture form.
|
| Other than the defendant objecting after the fact, I
| think most reasonable people would look at the pattern of
| communication and reach the same conclusion the court
| did.
| xg15 wrote:
| I think if anything, a double green check would mean the
| opposite: The point of the check mark is that it indicates
| you have read the message even if you haven't (yet) given a
| reply.
|
| It doesn't tell _why_ you didn 't answer: if you just didn't
| get around to answering yet or if you don't want to answer on
| purpose. (But of course it offers the suggestion of the
| latter. Hence "left me on read" being a thing where "no
| reply" is seen as an act of communication itself.)
|
| But there is no situation in which it indicates approval.
|
| So if anything, "double green check without any reply" could
| be interpreted as _declining_ a contract offer. But even this
| would be a stretch, I think.
| weinzierl wrote:
| Context is everything. A green check mark is clearly an
| affirmative. If it is in your messenger it can mean "read,
| but no reply". If you _send_ a check mark as an answer to a
| bid, I can hardly imagine anyone interpreting this as
| anything else as an acceptance.
|
| The more interesting case would be an X mark. While this is
| often interpreted as the opposite of a check mark there are
| contexts where it is affirmative. Best known example is
| probably election ballot papers. Not so well know nowadays
| is that the blind and illiterate used the X to sign
| contracts.
| xg15 wrote:
| Yeah, but a green checkmark _emoji_ is something
| different than the "message was read" icon the GP was
| talking about.
|
| I don't think any average user would confuse the two and
| neither would a judge.
| weinzierl wrote:
| You wouldn't send the "message was read" icon in a
| message, would you? And even if, the sender would
| probably just read it as two green check marks. That's
| what I meant with context is everything.
| MattPalmer1086 wrote:
| A contract is a meeting of minds, with agreement between the
| parties.
|
| Even a verbal agreement is legally binding. Of course, it is
| hard to prove such an agreement exists to others, so we
| create a record of the agreement.
|
| If there is evidence that such agreement exists, then the
| contract is enforceable, and that is all that has happened
| here. Using a thumbs up emoji to indicate agreement may look
| a bit silly, but the intent is apparently clear.
| pxx wrote:
| Verbal means "in words." Pretty much all contracts are
| verbal (you might have an argument about the contract we're
| discussing in the post here). I think you mean _oral_
| contracts; it's important to be precise when we're talking
| legalities.
| MattPalmer1086 wrote:
| The term "verbal contract" is widely understood to mean
| spoken, not written.
|
| I have found this usage on legal websites, government
| websites and dictionaries. So while oral may be more
| accurate, it is still correct to say verbal contract.
| constantly wrote:
| Broadly correct with the caveat that there are some
| restrictions on verbal contracts. For example, I cannot
| sell my house verbally. Or my car (unless it's a really bad
| car).
| 0cf8612b2e1e wrote:
| >Or my car (unless it's a really bad car).
|
| Is there a legal standard for this? I like to imagine a
| legal dispute in front of a judge if the vehicle in
| question is or is not a total POS that can be sold on the
| spot.
| rhino369 wrote:
| Most states have a maximum dollar value for verbal
| agreements for sale of goods.
| constantly wrote:
| One of the major underlying restrictions is the (commonly
| known as) Statute of Frauds[1]. State law can supersede
| it as it is Common Law inherited from England (and
| therefore "default" law in USA where something doesn't
| supersede it), but most states either follow it or have
| state laws that copy it. From the link, the specifics it
| covers, that are required to be non-verbal are:
|
| * Any promises made in connection with marriage,
| including such gifts as an engagement ring.
|
| * Contracts that cannot be completed in less than one
| year.
|
| * Contracts for the sale of land--leases need not be
| covered unless they are for a year or more.
|
| * Promises to pay an estate's debt from the personal
| funds of the executor. However, promises to pay such debt
| from the estate's funds are not subject to the statute of
| frauds.
|
| * Contracts for the sale of goods above a specific dollar
| amount, typically $500.
|
| * A contract in which one person promises to pay the debt
| of another person is considered a surety and is subject
| to the statute of frauds.
|
| So when I tongue in cheek reference a really bad car, I'm
| talking about a car whose value is under $500. :)
|
| [1] https://www.investopedia.com/terms/s/statute-of-
| frauds.asp
| 0cf8612b2e1e wrote:
| Ha, well there goes the elaborate scenario I had
| constructed in my head. Something where the legal
| argument would come down to debating if the stains in the
| backseat construed a POS where verbal contracts were
| binding. In today's market, a $500 car would be truly
| awful.
| User23 wrote:
| In the USA most contracts are governed by state law so
| there's probably some variation in what a verbal contract
| can and can't do.
| jowea wrote:
| Another article on this trial also pointed out that in the
| past making a variety of scribbles were considered
| agreement since the majority of the population was
| illiterate.
| User23 wrote:
| You can draw a cartoon penis or anything else on docusign
| and it's still binding.
| dazc wrote:
| You can argue the 'green check icon' was not entered by you
| and a screenshot of such could have been created by any
| competent 12 year old.
|
| Accepting you did enter the icon, and the screenshot is
| accurate, then saying you didn't mean it to be interpreted as
| an agreement is another matter.
|
| I think this is where your digital signature wins.
| nivertech wrote:
| Any written communication (such as email or SMS) can be
| considered as evidence in court (NOTE: just evidence, not a
| signature). That's why M&A departments don't do deals or
| negotiations over email.
|
| But that's long form. Emojis on the other side are very
| short. It's a new medium and doesn't have a stable
| interpretation yet.
|
| Also, any contract negotiation is a process (sometimes even
| a Saga ;) Plucking a single message out of a sequence of
| messages is wrong.
| defrost wrote:
| A significant part of those circumstances being:
| "I am satisfied on the balance of probabilities that Chris
| okayed or approved the contract just like he had done before
| except this time he used a thumbs-up emoji." "In
| my opinion the signature requirement was met by the thumbs-up
| emoji originating from Chris and his unique cell phone," the
| judge said.
|
| a past history of business transactions.
|
| It's not dissimilar to a physical nod or thumbs up in an
| auction situation.
| bombcar wrote:
| Yeah, if "yup" and "ok" sign the deal, certainly the thumbs
| up does.
|
| Should have done the contract on HN, the thumbs up would have
| been stripped.
| quickthrower2 wrote:
| An upvote seals the deal here
| xg15 wrote:
| I'd like to upvote this, but I'm kinda afraid to do so.
| jstanley wrote:
| What's unique about his cell phone? The article doesn't seem
| to mention it.
| cvoss wrote:
| I guess it's unique in the sense of "it's his phone", which
| is a description no other phone meets. In that way, it
| functions like an old fashioned seal.
| masfuerte wrote:
| There are many phones like it but that one is his.
| [deleted]
| dinkleberg wrote:
| The fact that it is theirs. It was sent via their phone
| number, not some random number.
| jstanley wrote:
| What a strange turn of phrase then. The fact that a
| message appears to come from a particular number doesn't
| imply it came from any particular phone.
| User23 wrote:
| Is balance of probabilities a lower standard than
| preponderance of evidence?
| nobrains wrote:
| I don't think its fair. I use thumbs up emoji to indicate have
| received something. Does not mean I am accepting it.
|
| Usually for that, I use the actual word: "Agreed" or "Accepted".
| paddw wrote:
| to a contract?
| jollofricepeas wrote:
| If he both previously accepted contracts and agreed to them in
| text message, then the judges point rightly stands.
|
| Example::
|
| 1st instance:
|
| - msg: contract sent
|
| - reply: "Yes"
|
| 2nd instance:
|
| - msg: contract sent
|
| - reply: "I agree"
|
| 3rd instance:
|
| - msg: contract sent
|
| - reply: Thumbs up emoji
| ghusto wrote:
| That wouldn't be my interpretation, and is exactly why
| lawyers get you to state things in full sentences.
| tester756 wrote:
| Emojis are part of language and have meaning
|
| How conceptually emoji is different from your "agreed"?
| dahart wrote:
| That's not the judge's reasoning in this case. The reason is
| because the farmer in question already had a demonstrated
| habit of accepting contracts with short informal texts like
| "Ok".
|
| Thumbs up is widely used to acknowledge receipt of a message
| without agreeing to anything contractually. It also has other
| meanings, such as 'I like what you said', and 'that's a good
| idea'. The ruling here does not represent a precedent over
| the meaning of the thumbs up emoji, nor does it confirm or
| deny any of the multiple common definitions for the thumb up
| emoji.
| Bluecobra wrote:
| I also do the same thing every day at work with Microsoft
| Teams. Now you can send any emoji to react to a chat/post but
| originally you had 5 to choose from, with thumbs up being the
| most common.
| oneTbrain23 wrote:
| Judge has very poor sense of unintended consequences. For this
| particular very specific case, yes the judge is right to force
| the farmer to pay. But this set precedence and dilute the
| stringent wording legality of contract. Now, if a teenage (Japan
| AV industry if you curious) show a thumbs up to a soul selling
| contract it is good because in the past she did it. Watch the
| Star Trek Strange new world ep2 and see how the judges should
| have refraint to make their decision. Any this is Canadian which
| in legality world consider one of the least prudence of all
| English speaking nations. Hence I am not surprise with this
| ruling. Basically Canadian has created law making from bench
| rather than parliament. Terrible judge even he is a nice person.
| GuB-42 wrote:
| There was a precedent. The judge didn't rule that a thumbs up
| is a legally binding signature in all contexts. Here, the
| farmer have already accepted contracts and delivered with
| simple "yep" or "okay" answers, so the customer reasonably
| thought it was the same with a thumbs up emoji.
|
| Assuming it was legal for teenagers to sign contract for work
| in porn (that's what "AV" means for the uninitiated), which is
| most likely not the case, then if she performed after answering
| "yep" or "okay", then one should expect her to perform again on
| a thumbs up. The "soul selling" aspect is another matter and
| the contract may be deemed invalid on these grounds, and if she
| were asked to do more than the usual performance, the ruling
| may change. Judges are not just robots running code, they care
| about context.
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