Are Text Messages Legally Binding Even if I Signed a Contract?

There is often confusion around the legal binding nature of text messages, especially when a written contract already exists. In Canada, a recent case has shed light on the matter, demonstrating that even a simple thumbs-up emoji can constitute a legally binding acceptance in a wheat futures contract. However, the legal landscape is nuanced and varies by jurisdiction and specific contract terms.

Legal Precedents and Recent Case Studies

The case South West Terminal Ltd. v. Achter Land, SKKB 116 CanLII (2023), illustrates how emojis can be legally binding. Here, an "up thumb" emoji was deemed sufficient to accept an offer, reinforcing the idea that informal digital communications can hold legal weight. However, this ruling is specific to the Canadian context and does not necessarily apply universally.

Under the general "parole evidence" rule, discussions prior to a written contract are generally inadmissible unless they seek to resolve ambiguities. Nevertheless, outside of explicit contract terms, subsequent text messages that form a binding agreement can indeed modify an existing written agreement.

Understanding the Legal Framework

Text messages are not categorically non-binding. The legal binding nature of a text message depends on several factors:

The clear intent of the parties involved. The completeness and definiteness of the terms communicated. The specific contractual requirements stipulated within the original written agreement.

As a general rule, it is advisable to avoid making significant changes through text messages after signing a written contract, as this may complicate legal disputes. Clarifying any agreements or modifications through written and formal documents is often the safest approach.

Legal Expert's Perspective for Clients

For clients, a legal expert might provide the following advice:

Yes, the texts are legally binding as long as the terms of the message are clear enough to reflect the intent of the parties at the formation of the contract. The court has ruled that text messages can satisfy the necessary conditions of a bilateral contract, including offer, consideration, and acceptance, making them legally enforceable.

The ruling emphasizes that an enforceable agreement must:

Contain sufficiently complete and definite terms. Reflect a present intent of the parties to be bound by those terms at the time of formation.

The Electronic Signatures in Global and National Commerce Act (E-Sign Act) and case law, such as St. John's Holdings v. Two Electronics LLC, confirm that text messages can be used to send and accept both unilateral and bilateral contracts. However, it is always best to use the phrase "subject to contract" when refining a binding agreement over text messages to clarify the intent of the parties.

The key takeaway is that while text messages can be legally binding, ensuring clarity and specificity in the terms and intent of the communication is crucial. Using formalized documents can provide a clear and unambiguous record of the agreement terms.

Conclusion

While the binding nature of text messages is becoming increasingly recognized, it is essential to approach this form of communication with caution. Ensuring that all terms are clear, complete, and with the intent of being legally binding can help prevent future legal disputes.

Key Takeaways

Text messages can be legally binding under the right conditions. Clear intent and terms are essential for legal enforceability. Use formalized documents to clarify terms and reduce ambiguity.

For more detailed advice, consider consulting with a legal professional.

By understanding the complexities of text message contracts, businesses and individuals can navigate legal agreements more effectively, ensuring clarity and enforceability.

---

Keywords: text message contract, legally binding contract, enforceable text message agreement