Achter Land & Cattle Ltd. v South West Terminal Ltd.
Achter Land & Cattle Ltd.
Law Firm / Organization
Anderson & Company
South West Terminal Ltd.
Law Firm / Organization
MLT Aikins LLP
Syngrafii Inc.

Background:
Achter Land & Cattle Ltd. ("ALC") and South West Terminal Ltd. ("SWT") disputed the enforceability of a contract for 87 metric tonnes of flax at $17.00 per bushel, allegedly formed via text messages. SWT argued a contract arose when Chris Achter of ALC replied to an offer with a thumbs-up emoji. ALC denied any agreement and raised issues under The Sale of Goods Act, particularly concerning signature and writing requirements.

Legal Issues:
The court addressed whether:

  1. A thumbs-up emoji qualified as a "signature" under the Act.
  2. The text exchange satisfied the requirement for a written note or memorandum.
  3. The contract’s essential terms were sufficiently agreed upon.
  4. A force majeure clause was essential, given the flax had not yet been harvested.

Court Rulings:
The court allowed the appeal, finding that:

  • The thumbs-up emoji lacked the intention and formalities to be a valid signature.
  • The text messages failed the statutory requirement for a written note or memorandum.
  • The agreement’s essential terms were unclear.
  • A force majeure clause was essential, given the production risks of unharvested flax.

Outcome:
The court ruled in favor of ALC, overturning the lower court's decision and awarding costs to ALC on Column 2 of the Tariff. Financial terms were not specified.

Court of Appeal for Saskatchewan
CACV4223
Corporate & commercial law
Appellant