Party A sends an email outlining terms of a contractural relationship. The recipient, Party B, responds with a thumbs up emoji.
Is this a valid contract?
( This is a real case)
professor kingsfield says no
Party A sends an email outlining terms of a contractural relationship. The recipient, Party B, responds with a thumbs up emoji.
Is this a valid contract?
( This is a real case)
What do you say?
Party A sends an email outlining terms of a contractural relationship. The recipient, Party B, responds with a thumbs up emoji.
Is this a valid contract?
( This is a real case)
Two questions:
1. Did A write the email in such a way that it would reasonably be interpreted as an offer, and not just a draft proposal or negotiating stance?
2. Did B include the text of the offer in his thumbs up response?
Need more facts.
Was an autopen involved? 😎
.
Transaction was sale of grain from a farmer to a coop. The parties had a history of transacting business via email that began during covid. Coop prepared a contract to buy grain, took a picture of it, emailed the image to farmer, farmer responded with thumbs up. Nothing else.
Transaction was sale of grain from a farmer to a coop. The parties had a history of transacting business via email that began during covid. Coop prepared a contract to buy grain, took a picture of it, emailed the image to farmer, farmer responded with thumbs up. Nothing else.
Sounds like offer and acceptance were covered but something went awry on the way to consideration or we wouldn't be in court. Not sure the thumbs up emoji is much more than an agreement in principle. I would think that short of at least e-signing the finalized contract a deal didn't happen.
That said IANAL...I've just been on both sides of contract disputes in my work history, all predating the mainstream use of e-commerce and the internet mind you.
A good friend will bail you out of jail, but your best friend will be sitting next to you in the cell saying "that was f***ing awesome"
Transaction was sale of grain from a farmer to a coop. The parties had a history of transacting business via email that began during covid. Coop prepared a contract to buy grain, took a picture of it, emailed the image to farmer, farmer responded with thumbs up. Nothing else.
Is this the first time they've had an exchange like this? Has there ever been a time in the past where B responded to an offer from A with an emoji? If there was, in that instance, did A and B perform according to the terms of the offer?
Any reliance by the seller?
Not after the market price soared. I think that was what happened - price soared and the seller wanted out (or maybe it was the other way around, the price tanked and the buyer wanted out).
Party A sends an email outlining terms of a contractural relationship. The recipient, Party B, responds with a thumbs up emoji.
Is this a valid contract?
( This is a real case)
Reminds me of the CLE presentation our firm did for in-house lawyers, with the entire program centered around the question of whether a hot dog is a sandwich (another actual case).
Did you hear about the emoji case on the 99% Invisible podcast? They had a recent episode about it (and other aspects surrounding emojis).
Comments and analysis here.
https://cl.cobar.org/features/digital-age-shapes-modern-contract-law/
This is the key paragraph for me:
A problem with the farmer’s defenses was the historical dealings between the parties. The farmer and the cooperative had a history of communicating by text. The cooperative texted photos of the contracts, and the farmer had always accepted those contracts by text message using short, affirmative expressions, such as, “Looks good,” “Yup,” and “OK,” and then delivered grain in accordance with those arrangements.
I remember a Westlaw advertisement titled something like The Hot Dog Annotated. A picture of a Dog and a listing of all the rules and regulations that apply to said hot dog. This was way before electronic legal research and the intent was to subscribe to west law products.