Can an Emoji Create a Contract? How Courts Are Adapting to The Digital Age

As digital communication becomes the norm in both commercial and legal practice, courts are increasingly being asked to determine whether informal electronic interactions, such as emojis, email footers, or messaging apps, can satisfy the requirements of a binding contract.

This blog compares two important cases, one English and one Canadian, demonstrating how courts across jurisdictions are grappling with the intersection of technology, formality and intent while also exploring what these decisions suggest for lawyers and commercial parties negotiating via digital media.

Neocleous v Rees (UK):

In this County Court decision, the parties were engaged in a land dispute.

Solicitors negotiated a settlement via email, culminating in an exchange where one solicitor sent an email outlining terms, ending with an automatically-generated Outlook footer (including the solicitor’s name and firm).

Rees argued that the settlement failed to comply with section 2 of the Law of Property (Miscellaneous Provisions) Act 1989 — which requires contracts for the sale of land to be “signed by or on behalf of each party”.

The Court Found:

• that the auto-generated email signature was sufficient enough;
• the solicitor had knowingly configured the footer, and had manually added “Many thanks” to the email, suggesting an intention to associate themselves with the content; and
• the email, viewed objectively, fulfilled the statutory requirement of being “signed”.

As a result of these actions, the court found in favour of Neocleous and the contract was deemed enforceable.

Achter Land & Cattle Ltd v South West Terminal Ltd (Canada):

In this Saskatchewan Court of Appeal decision, a grain buyer (SWT) texted a photo of a proposed flax contract to a seller (ALC) and asked for confirmation.

The seller responded with a thumbs-up emoji (👍).

SWT treated this as acceptance and sought to enforce the contract. ALC denied that any binding agreement existed, and further argued that the text message did not meet the writing and signature requirements under Canada’s Sale of Goods Act.

The Court Found:

• the parties had a well-established pattern of concluding contracts through brief, informal responses such as “ok” and “yup”;
• in the context of their prior dealings and ongoing commercial relationship, the thumbs-up emoji was reasonably understood to convey unequivocal acceptance of the proposed terms; and
• the emoji, when viewed within the framework of electronic communication practices, satisfied the functional requirements of a signature for the purposes of the Sale of Goods Act.

As a result, the court upheld the contract in favour of South West Terminal Ltd, finding that the emoji constituted both acceptance and a valid form of signature in the circumstances.

What Do These Cases Have in Common?

• Both courts were prepared to look beyond traditional concepts of signing and formality, focusing instead on objective intention and contextual behaviour.
• In each case, the courts adopted a pragmatic and technologically-flexible approach to contract formation.
• The courts looked for conduct that objectively indicated the party’s intention to authenticate or approve the contents.
• Both cases emphasised the significance of the commercial backdrop.
• These decisions align with a growing recognition that the law must adapt to electronic modes of communication

Where Do They Differ?

User Control vs Automation: In Neocleous, the email footer had been consciously configured. In Achter, the emoji was a manual act—arguably a stronger signal of conscious intent.

Different Legal Thresholds: The UK decision dealt with strict statutory requirements for land transactions; the Canadian case applied broader contract principles.

What Are The Key Takeaways For Businesses?

Past Behaviour Matters: Courts gave weight to prior dealings—consistent use of brief replies like “ok” or “👍” was seen as evidence of intent.

Informal Actions Can Bind: A thumbs-up emoji or a polite email closing (“Many thanks”) was found to show acceptance.

Auto-Signatures May Qualify as Signatures: The UK court treated a standard email footer as a valid signature under property law.

Intention Is Judged Objectively: Courts looked at the overall context to determine if there was intent to form a contract.

Technology Is No Excuse: Courts are adapting contract law to digital realities.

How to Mitigate Risks in Your Business:

• Review how your business typically accepts offers and consider formalising consistent practices.
• Avoid using affirming language or symbols unless you intend to be legally bound.
• Regularly audit your email footers—ensure they’re only used where appropriate.
• Communicate clearly—if a message is not intended to create legal relations, say so explicitly.
• Treat electronic communications with the same care as formal written correspondence.

Need Legal Advice?

In an increasingly digital environment, it’s important to know how to protect your business. We provide clear, practical, and commercially-focused legal advice tailored to your needs. Contact our Corporate team today to discuss how we can support your business goals.