August 31, 2023 by Vardit Legali
Do you send emojis on WhatsApp? It could become a binding contract :-(
In our current era, where most business communications are woven through unofficial messages via various communication means like emails, WhatsApp, etc. - these modes of communication can legally bind us.
(In legal terms, this is called "meeting of minds," but never mind :))
So what’s the risk here?
The risk is that using an emoji can bind us to a legally binding contract (ie. If you use the "like" emoji on a message).
Just last month, Arch'r, a supplier of goods, was required to pay $82,000 to Mikalboro - the goods purchaser. Arch’r replied to the contract sent to him on WhatsApp with a like emoji, but without signing the contract with a signature.
Arch'r refrained from supplying the goods and was then sued by Mikalboro.
Arch'r argued that his like mark indicated the contract's acceptance, but not agreement to its terms.
Mikalboro, on the other hand, argued that the like mark indicated agreement to the sent contract.
Who is correct?
According to the court, the like mark constituted formal commitment, even if the contract wasn't signed, and obligated Arch'r to pay the mentioned sum to Mikalboro.
Yaniv Cohen progressed in negotiations to sign a lease agreement for his apartment with a couple. The couple sent him a message expressing interest in the apartment, accompanied by emojis of a champagne bottle, dancing figures, smiles, and more, but later changed their minds about renting the apartment after some time.
The court compelled the couple to compensate Yaniv Cohen since this mode of communication significantly led to Yaniv relying on the transaction.
Numerous court judgments and case studies exist wherein contracts became legally binding despite the absence of formal signatures.
There are simple ways to avoid unintentionally entering into a binding contract, and maybe I'll write about that on another occasion :)
Meanwhile, I believe the truly important thing is to understand how crucial it is to be aware of our conduct, our business and legal environment, in order to avoid unnecessary mistakes. This is one of the reasons I established my legal system - aimed at guiding entrepreneurs through their legal and business environment.
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