Strictly Legal: Is an emoji a signature?
In a dispute over the payment, a New York trial court considered whether an emoji could constitute a valid signature. In this case, the court said it did not.
Lightstone Real Estate agreed via a series of e-mails to buy personal protective equipment from a companycalled Zinntex. Lightstone wired Zinntex over $2 million dollars pursuant to the agreement, but Zinntexapparently failed to deliver the equipment. That led Lightstone to notify Zinntex it was cancelling the contractand seeking a refund.
This led to a series of text messages, which culminated in the following exchange. Lightstone texted "so areyou agreeing to pay me over the next 3 months 1,475,000 but for exception of signing a PG [personalguarantee]?" Zinntex responded ''I am not going to sign anything but I will have you paid out within 3 months.”
Lightstone then sent a text summarizing the payments expected which included four payments of $368,750 onJuly 15, August 15, September 15 and September 25, 2020. On the same day, the defendant responded with a“thumbs up” emoji.
Lightstone moved for a summary judgment, arguing that the emoji constituted a valid signature, which NewYork law requires for purposes of an executory contract. The court was not persuaded.
In the court’s view, it could not rule in Lightstone’s favor because there were questions of fact surrounding thetext exchange. Specifically, Zinntex made it clear in a text sent before the emoji text that it would not sign anyagreement. For this reason, the court said there was a question of fact about whether it intended to be boundby the emoji. The court denied the summary judgment on that point.
The interesting part of this case is that it doesn’t rule out entirely the prospect that a person could be bound byan emoji under the right circumstances. So, if you’re negotiating via text, think before you hit that emojikey. You might wind up [insert emoji].
Jack Greiner is a partner at the Graydon law firm in Cincinnati. He represents Enquirer Media in First Amendment and media issues.
This article originally appeared on Cincinnati Enquirer: Strictly Legal: Is an emoji a signature?
