Four contracts were completed with Achter executing the contract by text messages reading, for example, “ looks good”, “ok” and “ yup”. Mr Achter, deemed by the Court to be Achter’s acting mind, had a long-standing relationship with SWT going back several years.In granting SWT’s application for summary judgment, the Court considered several factors, including the following: This provision is more stringent than the provisions of section 4(1) of the English Sale of Goods Act 1979, which provides that, “a contract of sale may be made in writing (either with or without seal), or by word of mouth, or partly in writing and partly by word of mouth or may be implied from the conduct of the parties”. The Court also considered section 6 of the Canadian Sale of Goods Act 1978 (the “SGA”) which states that a contract is not enforceable unless, “ some note or memorandum in writing of the contract is made and signed by the party… or his agent in that behalf”. The question before the court was not what the parties subjectively had in mind but rather whether their conduct was such that a reasonable person would conclude that the parties had intended to be bound. In reaching its decision, the Court considered the principles of contract formation, in particular, the concept that a contract is only validly formed where there is an offer by one party that is accepted by the other with the intention of creating a legal relationship and supported by consideration. In his evidence, Mr Achter argued that the emoji was nothing more than an acknowledgement that the message from SWT had been received. SWT applied an ink signature to the Contract and texted a photo of the same to a representative of Achter, Mr Chris Achter, asking that he, “ please confirm flax contract”. Achter failed to deliver the Cargo within this period and SWT subsequently sued for breach of contract and damages.įollowing a phone call between the parties, SWT drafted the Contract, which included the key terms detailed above. It was SWT’s position that the parties entered into a deferred delivery purchase contract on 26 March 2021, whereby SWT agreed to buy, and Achter agreed to deliver, 87 metric tonnes of flax for a contracted price of CAN$669.26 per tonne (the “Cargo”) with delivery to take place between 1 to 30 November 2021 (the “Contract”). This was a summary judgment application brought by South West Terminal Limited (“SWT”) for judgment against Achter Land and Cattle Ltd (“Achter”). Another person might post “Please subscribe to my channel if you like my content! □” to solicit support or to say thanks.Īs with much of language, the thumbs-up emoji can also be used sarcastically: “Way to ruin the party □.” It’s also sometimes used in reference to the “This guy” meme (e.g., “Who’s got two thumbs and a ticket to the premiere of Black Panther? This guy”).This judgment should be noted with caution by trading companies and other organisations whose personnel regularly discuss contract terms via informal communication methods, such as WhatsApp, Telegram or WeChat. Someone might comment “That looks great! □” to celebrate a piece of online artwork. The thumbs-up emoji also frequently punctuates text, sometimes in strings for additional emphasis, to indicate positivity, agreement, approval, encouragement, or assurance, an equivalent to “Awesome!” or Great job!”. On its own, a thumbs-up emoji can indicate “OK” or “Got it.” For example, if one person asked to meet another at 2:30, the other person could acknowledge the appointment with a thumbs-up emoji. In many Western cultures, the thumbs-up emoji enjoys a wide range of use in text messages, social-media posts, and other forms of digital communication. In some cultures, including Australia, Greece, and the Middle East, the thumbs-up gesture can be considered obscene, equivalent to “Up yours!”
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