Tuesday, October 3, 2023
We started this academic year of blogging with a report on emojis as acceptance in a case from Saskatchewan. ContractsProfs have begun teaching the case, and students are saying 👍 or more likely "of course emojis are acceptance -- how else would you do it?" Professors Olabisi D. Akinkugbe (left) & Robert J. Currie (right) have teamed up to publish the first scholarly treatment of the case in the Dalhousie Law Journal.
But that is not the end of our emoji-as-acceptance news. Stephen Sepinuck will not let those Canadians lay claim to being home to the first North American court to recognize emojis as acceptance. He has shared with us Lightstone RE LLC v Zinntex LLC, in which New York's Supreme Court, Commercial Division addressed the issue in the early days of emoji-as-acceptance back in 2022.
The case involves about as clear a breach of contract as you can find. Plaintiff Lightstone Re (Lightstone) contracted to purchase $2 million worth of personal protective equipment from Zinntex LLC (Zinntex) in April 2020. Zinntex did not perform. In June, the parties agreed that Zinntex would return $1,475,000 to Lightstone, which the court characterizes as the full amount owed. The amount was to be paid in four installments, but only $475,000 was paid. Lightstone alleged an executory accord to which Zinntex had no defense and sought the $1 million yet to be paid. Zinntex argued that the parties' exchange of text messages did not evidence an agreement.
There is a delicious irony to the case. Zinntex's principal was quite insistent that he would not give a personal guarantee and would not "sign anything," insisting that he just needed more time. But then when Lightstone's principal texted the parties' agreement of four monthly payments totaling $1,475,000 and Zinntex's principal responded ten minutes later with a thumbs-up emoji, he may have in fact signed something. The court references some sources, including an article by friend of the blog Eric Goldman (left), on the subject of whether emojis can evidence a contract. Alas, the court did not decide whether Zinntex's principal's thumbs-up emoji counted as acceptance. Rather, the court found for Lightstone because Zinntex obviously owed the money and that debt was evidenced by other writings sufficient to satisfy the statute of frauds.