I recently posted an interesting article about how “You could be legally and contractually liable if you give a Thumbs Up” using an emoji in an official business transaction..
This follows an interesting case in Saskatchewan, Canada where a judge from the Court of King’s Bench has ruled that a commonly used emoji of a thumbs-up (👍) is an acceptance of a contract..
As per Luca Castellani, Legal Officer at UNCITRAL Secretariat , it turns out that Saskatchewan’s Electronic Information and Documents Act, 2000 (EIDA) is an enactment of the UNCITRAL Model Law on Electronic Commerce (MLEC)..
This means that the considerations expressed in the decision of this case could also be applicable in the 83 states covering a total of 163 jurisdictions that have enacted the Model Law or similar UNCITRAL legislative texts on electronic transactions..
As per Luca, “With regard to the conclusion of the contract, the decision refers to section 18 EIDA, which enacts article 11 MLEC. Section 18 EIDA also spells out the possibility of concluding a contract “by an action in an electronic form, including touching or clicking on an appropriately designated icon or place on a computer screen or otherwise communicating electronically in a manner that is intended to express the offer, acceptance or other matter”, which is an illustration of how article 11 MLEC may operate.”
In respect of the signature requirement, Luca writes that the court’s decision states that the emoji fulfills the two functions of electronic signatures outlined in section 14 EIDA, which enacts article 7 MLEC, namely
- to identify the signatory through his unique cell phone number and
- to convey his acceptance of the flax contract, as a “thumbs up” emoji is generally understood as conveying agreement
Luca further states that the same principles regarding the requirement for written form also extend to the use of electronic methods, as outlined in section 8 of the EIDA, which mirrors those described in article 6 of the MLEC..
It is encouraging to note that despite being nearly three decades old, the MLEC continues to be highly relevant in meeting the demands of the digital economy and is seen as a positive development for all states that have implemented or are considering the adoption of the MLEC..
This could further change the position of contracts and electronic legal documents in business transactions including global trade..
