In this age of digital communication, it was only a matter of time before emojis found their way into legally binding documents. Emojis are now being used as a means of expression and communication in various spheres of life, including the discussion of contracts. In fact, a Canadian court recently ruled that a thumbs-up emoji counted as a contractual agreement (read more here).

Whether or not the sender meant “message received” or they were actually agreed to the contract terms, the recipient assumed the thumbs up was a green light to move forward, and the court agreed. Startup founders deal with contracts on a regular basis, from investors to vendors to outside service providers, and one wrong thumbs-up could potentially spell trouble.

Below, we look into the enforcement of emojis in contracts and provide insights into what is considered enforceable and binding when it comes to using emojis in contract communications.

Traditionally, contracts have been viewed as formal documents filled with legal jargon and technical language. However, as technology advances and communication becomes more casual, a great deal of negotiation and discussion might be done over text or email. As a result, emojis have become an increasingly common feature in contract negotiations, serving as a means of enhancing communication and expressing intent.

Enforceability of Emojis: The enforceability of emojis in contracts largely depends on the jurisdiction and the specific context in which they are used. It is crucial to understand their potential implications. Here are some key considerations for founders as they negotiate contracts and agreements:

1. Context and Intent: The meaning of an emoji can vary depending on the context in which it is used. Courts will assess the overall context and intent of the communication to determine the meaning of an emoji. Clarity in communication is key in contracts; parties’ to a contract are irrelevant when determining a contract's validity. A contract’s validity is determined by assessing the parties’ intentions from an objective and reasonable bystanders’ perspective. Therefore, it's important to ensure that the intended meaning of an emoji is clear and consistent with the contract's purpose.

2. Ambiguity and Misinterpretation: Emojis, unlike words, can be subject to multiple interpretations (see the thumbs-up example above). Their visual nature may lead to ambiguity or confusion. It is advisable to use emojis sparingly and only when they unambiguously convey the intended message to minimize the risk of misinterpretation. 

3. Supplementing emojis with clear and concise language helps to avoid any misunderstandings.

4. Customary Usage and Geographical Location: Understanding customary usage is important when it comes to interpreting emojis. Certain emojis have established meanings in common usage, while others may be subject to individual interpretation.  Additionally, users' geographical location carries various factors in disrupting an otherwise "straightforward" conversation. For example, users in Japan may give different meanings to emojis than users in the United States. Being aware of how emojis are commonly understood in the relevant industry or culture can help prevent disputes and ensure that the intended message is accurately conveyed.

As emojis continue to permeate modern communication, startup founders need to be cognizant of their implications when incorporating them into contract discussions. Their use should be approached with caution. Ensuring clarity, consistency, and an understanding of the context and customary usage of emojis will help minimize the risk of ambiguity or misinterpretation. Ultimately, seeking legal advice from professionals well-versed in contract law and the evolving landscape of digital communication is highly recommended.