Thumbs-up (👍) emoji in Indian Contracts, Analysis in the light of South West Terminal Ltd v. Achter Land & Cattle Ltd

– By Dr. Sangeetha Sriram and Dhyana Dinesh [1]

Introduction

In the digital world, we all rely on social media like WhatsApp, Facebook, Snapchat, Instagram and others, for our daily informal and formal needs. The communication style of the world has changed distinctly; in addition to using a sentence to express a feeling, emojis, stickers, and GIFs are also being used. Emojis are purportedly used for better clarification and to convey the accurate meaning, and mostly in informal chat and occasionally in formal chats.

The thumbs up emoji👍, and other common emojis, have a very wide usage in daily digital chats. The👍emoji has different meanings in different contexts. Generally, it gives a sense of ‘I agree’, ‘okay’ to no or less prior legal trained people. In the South West Terminal, the Saskatchewan court in Canada held that the👍emoji is equivalent to an electronic signature to a contract. This can be considered a progressive approach to cope with the dynamic, technology-driven world’s needs.

The authors here attempt to analysing the above in specific reference to the Bharathiya Sakshya Adhiniyam, 2023 (BSA). This section will discuss the case of South West Terminal Ltd v. Achter Land & Cattle Ltd in brief, and then we shift to the Indian context. We will analyse the use of👍emoji as a piece of evidence in BSA, then about contracts and their types, such as traditional contracts, e-contracts, and smart contracts, which are an emerging area in blockchain technology, and whether a message through any Application would constitute a contract.

South West Terminal Ltd. v. Achter Land & Cattle Ltd.

The Case came up on the applicability of the thumbs-up emoji 👍 in the Canadian Sales of Goods Act context. The Plaintiff of the case is South West Terminal Ltd (SWT), which is a grain and crop inputs company, and the defendant is Achter Land & Cattle Ltd, a corporation incorporated under, The Business Corporations Act, RSS 1978, C B10, which is a farming corporation. The Plaintiff claimed breach of contract against Achter, based on the digital contract that was made through WhatsApp. SWT and Achter entered into a deferred delivery contract on flax. Kent, who was the representative of SWT, drafted the terms and conditions of the contract as they were ready to buy 87 metric tonnes of flax on certain price, and sent to the Chris Achter, who is the representative of Achter Ltd. Kent sent the text ‘please confirm the flax contract’ to Achter and he replied it with👍emoji. It is considered that Achter agrees on the same, but Achter argues that he used the👍emoji as he received the message. The contract was initiated on March 26, 2021, to perform it within November 1, 2021, to November 30, 2021, but it is alleged that he breached the contract with non-delivery of the product. SWT claimed for damages of $ 82,200.21, and interest and cost for the damage.

Was a valid contract formed between SWT and Achter to deliver 87 tonnes of flax in November 2021 for a price of $669.21 per tonne?
Was there a consensus ad idem?
Was there certainty of terms?
Were the requirements of s. 6 of the SGA met?

This was the first case in Canadian Court history where they dealt with a case based on the application of emojis on contracts. Previously, Achter entered several contracts with SWT, likewise using terms like ‘ok’, ‘yup’, and ‘looks good’. The court also enquired its dictionary meaning, and also the impression that it may create on a layperson. The King’s bench for Saskatchewan held that there is consensus ad idem, looking into their previous contracts in the same manner.

The third issue is about the validity of the contract based on SGA. The court justified that 👍is also a form of electronic signature. The court ordered that the purpose of the signature, i.e., identification and intention, has been met by using the👍emoji. So, it is a valid contract based on SGA.[2]

This case provides a picture of how a thumbs-up emoji is recognised in the Canadian Contract context. Now, let’s examine the applicability in the Indian context.

Indian Context

Digital contracts, otherwise e-agreement, have the same binding effect as traditional contracts; both require the essentials like offer, acceptance, consensus ad idem, free consent, competent parties, lawful consideration, lawful object, and nothing declaring it as void.[3] The Information Technology Act, 2000, backing it with Sections 4, 5, 10A, 2(1)(t), 2(1)(ta). Every piece of information in an electronic form is considered an electronic record; an electronic record is the data that is stored or sent in e-form, microfilm, or microfiche. E-signature is an authentication by the user with e-techniques mentioned in Schedule II, and it holds the same recognition as a signature in a physical document. Those agreements entered electronically are valid.

So, the IT Act, 2000 expressly gives validity to digital contracts, and through the Trimex International FZE Ltd v. Vedanta Aluminium Ltd,[4] case it was decided that a contract through e-mail is enforceable and valid.[5]

According to the Bharathiya Sakshya Adhiniyam, 2023 (BSA), S. 90 presumes that a message sent by the sender through an e-mail server is considered as an original message sent to the recipient, but the court won’t assume that a certain person is the sender of such a message.[6] In reference with the section, a message sent through an e-mail or through any social media platform is considered as a valid message sent to the recipient. The objective of the section is to presume an electronic message as a valid message, irrespective of the Application used.

Can a WhatsApp message be considered as a digital contract?

A WhatsApp contract can be admissible in court. A WhatsApp message should also convey the same authenticity as an email, as per BSA (2023). Ss. 63, 85, 86, 90. The admissibility of an electronic record is discussed on S. 63 as a document that is produced based on the original electronic record is admissible in court. An agreement which is signed by the parties using an electronic or digital signature is considered as an e-agreement with the help of S. 85, and the same will be presumed as not altered until the contrary is proved, and it will be presumed that the electronic signature has been made to approve it until the contrary is proved U/S 86.[7]

In Ambalal Sarabhai Enterprise Ltd v. KS Infraspace LLP Ltd,[8] court admitted the WhatsApp message is a piece of evidence on the lines of e-mail. In Rakesh Kumar Singla v. Union of India,[9] court held that a WhatsApp message is reliable evidence if it is provided with the certificate U/S 65B of the Indian Evidence Act, 1872 (IEA),[10] and the same was reiterated in Dell International India Private Limited v. Adeel Feroze.[11]

In M/S. Karuna Abhushan Pvt. Ltd v. Shri Achal Kedia,[12] the court opined that a WhatsApp message is admissible evidence, and it further clarified that the “blue tick” feature of WhatsApp signifies the recipient had viewed the message.[13] Similarly, in National Lawyers Campaign for Judicial Transparency and Reforms v. Union of India, the court decided that a WhatsApp message is inadmissible unless it is the original message or a true copy sent by the sender. A forward message will not avail the same status as a true message or copy.[14] The corresponding section for 65B in BSA is S.63.

If a case similar to the South West Terminal arise in India, the question regarding the authenticity of WhatsApp chat compared with e-mail would arise, so it should be interpreted liberally and beneficially. While analysing these sections, we could be able to understand how the court considers an electronic message and electronic contract acceptance. A WhatsApp contract, whether it is formal or informal, will be admissible in the Indian Court of law, S. 85 put forth that.

Can a👍emoji be considered as an electronic sign?

A signature signifies assent, just as an e-signature is to provide knowledge to the sender of the information that they agree with the message received. It is a legal authentication. The👍emoji’s meaning, according to a layperson’s viewpoint, is ‘agreeing to a particular message’. According to the differences of regions and persons, its meaning also changes. The emoji interpretation is a grey area, and Indian courts never had an opportunity to decide it under the area of Contract.

Director General, Railway Protection Force v. Narendra Chauhan,[15] in this case the Railway Protection Special Force (RPSF) challenged the order of his removal from duty for putting👍emoji on a murder video of a superior officer of Meghalaya. Others considered it as the suspended officer is celebrating the video, and it is seen as misconduct, and following that, he was dismissed from the job. The Madras High Court held that by using the👍emoji, he meant the meaning ‘OKAY’, and he had seen the message.

Similarly, in Linga Bhasker v. State of Tamil Nadu,[16] case, the Madras High Court gave another meaning to the use of emoji. The complainant posted a video footage of BSNL coverage grievance on the official WhatsApp group. The respondents posted an emoji of 😂 a smiling face with tears, and the complainant challenged it in court under S.67 of the IT Act, 2000, and S. 4 of the Tamil Nadu Prohibition of Harassment of Women Act, 1998, and SC/ST (Prevention of Atrocities) Amendment Act, 2015. However, the Madras High Court dismissed the appeal and held that it cannot be considered an act of insult to others. An emoji is used to convey one’s feelings about something; therefore, all the alleged complaints were dismissed.

In ordinary commercial transactions, mere action, or conduct is sufficient for a contract. This principle has been settled in Bhagwandas Goverdhandas Kedia v. M/S. Girdharilal Parshottamdas & Co,[17] and Bhagwati Prasad Pawan Kumar v. Union of India,[18] wherein the courts established that a conduct constitutes acceptance if that signifies the intention to accept the offer unequivocally.

As regards to this case, the court focused on the intention of using emojis. It’s how the South West case also judged. The court looked upon the intention of using the emoji in that context, and it was construed accordingly.

Sub-Silentio Rule in respect to emoji usage under BSA, 2023

Sub-silentio is a legal maxim which means ‘in silence’, it is used to express something which is not expressly mentioned by the court, and it is kept on the sidelines.[19] While exploring BSA, 2023, in reference to the sub-silentio rule, the Act defines the admissibility of electronic record, but it keeps sub-silentio in the meaning of emojis, or semantic symbols, in the evidentiary requirements. Using S. 86, the court will presume the affixed signature is made by the subscriber with the intention to approve or accept the electronic record.[20]

The court must use a progressive construction of emoji usage in the Indian legal context, and in particular with Indian Contracts. While observing the South West Terminal case, we can see the progressive construction used by the Canadian Court in construing the meaning of👍emoji. The Canadian court gave emphasis on the intention of the act rather than the form of the act. The lacunae of BSA, 2023, do not address the impact of non-verbal gestures in the legal arena.

Conclusion

A contract is valid whether it is express or implied. A person may enter a contract by expressing assent by nodding their head, showing thumbs-up, or any other conduct. In digital communications, emojis and GIFs represent conduct that may express acceptance. The actions that signify acceptance are a valid contract. In Indian Contracts, the intention to create a legal relationship is the key principle for a valid contract. Moreover, the thumbs-up emoji is considered as a valid form of acceptance in Canada, but this does not necessarily apply in all contexts, and all jurisdictions. It would be beneficial the purposes of clarity in commercial transaction to clearly specific the inclusion or exclusion of such symbols.

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[1] Dr. Sangeetha is Assistant Professor, School of Legal Studies, Central University of Tamil Nadu and Dhyana, LLM student at CUTN was Intern at CEERA, NLSIU.

[2] South West Terminal Ltd v. Achter Land & Cattle Ltd, 2023 SKKB 116.

[3] The Indian Contract Act, No.9 of 1872, §.10.

[4] Trimex International FZE Ltd V. Vedanta Aluminium Ltd, Arbitration Petition No. 10 Of 2009.

[5] Badrinath Srinivasan, Formation of Contract Through Emails in India: A Case Comment on Trimex v Vedanta (Mar. 15 2011), Corporate Professionals Today, SSRN No. 2060866 (last visited on July. 6^th, 2025).

[6] The Bharatiya Sakshya Adhiniyam, No. 47 of 2023, B.S.A, §.90 (India 2023).

[7] Bharatiya Sakshya Adhiniyam, 2023, Act No. 47 of 2023.

[8] Ambalal Sarabhai Enterprise Ltd V KS Infraspace LLP Ltd, AIR 2020 SUPREME COURT 307.

[9] Rakesh Kumar Singla v. Union of India, CRM-M No.23220 of 2020 (O&M).

[10] P&H HC, Whatsapp messages do not have any evidentiary value in the absence of certificate under S. 65B of Evidence Act; HC states, SCC Times, (Jan. 19, 2021), https://www.scconline.com/blog/post/2021/01/19/p-hc-states/ (Last visited on Aug. 05, 2025).

[11] Dell International India Private Limited versus Adeel Feroze, W.P.(C) 4733/2024.

[12] M/S. Karuna Abhushan Pvt. Ltd v. Shri Achal Kedia, CS (Comm) No.327/19.

[13] Adv Siddhant Kuwad, The Admissibility of WhatsApp Communications as Legal Evidence Under Indian Law, Edu Law, (Apr. 22, 2025), https://www.theedulaw.in/content/judgements/38/The-Admissibility-of-WhatsApp-Communications-as-Legal-Evidence-Under-Indian-Law (Last visited on Aug. 05, 2025).

[14] WhatsApp Forward Without Original Can’t Be Treated As Document Under Evidence Act: Delhi HC, Live Law, (July. 16, 2017), https://www.livelaw.in/whatsapp-forward-without-original-cant-treated-document-evidence-act-delhi-hc (Last visited on Aug. 05, 2025).

[15] Director General, Railway Protection Force v. Narendra Chauhan, WA(MD).118/2024 (Feb. 14, 2024).

[16] Saba, Emoji Is Sent to Express One’s Feelings About Something and Cannot Be Treated as an Overt Act by Others, SCC Online Times (June. 13, 2018) https://www.scconline.com/blog/post/2018/06/13/emoji-is-sent- (last visited on July. 6, 2025).

[17] Bhagwandas Goverdhandas Kedia v. M/S. Girdharilal Parshottamdas & Co, AIR 1966 SC 543.

[18] Bhagwati Prasad Pawan Kumar v. Union of India, (2006) 5 SCC 311.

[19] Satyam Tandon & Sanya Bhatia, Sub‑silentio and per incuriam: The art of distinguishing a judgment, Bar & Bench (June. 20, 2021), https://www.barandbench.com/columns/sub-silentio-per-incuriam-the-art-of-distinguishing-a-judgment (last visited on July. 16, 2025).

[20] The Bharatiya Sakshya Adhiniyam, No. 47 of 2023, §. 86(India 2023).

Featured Image Sourced From: https://canada.constructconnect.com/joc/news/government/2023/07/thumbs-up-emoji-ruling-a-cautionary-tale-atchison