'Canary in the Mine': Emojis, Emoticons Muddle Contract Considerations
At the root of the issue is the serious legal concern over whether there is a meeting of the minds such as to find and discern the parties' intent.
May 17, 2024 at 02:44 PM
4 minute read
ContractsA recent case in New Jersey Wawa, Inc. v. Barrington Redevelopment, LLC, No. A-3566-21, 2024 WL 1025394, at *8 (N.J. Super. Ct. App. Div. Mar. 11, 2024) has placed front and center the question of contract formation and interpretation. Gone are the days when contracts were written between "parties of the first part" and "parties of the second part." Written scrawled signatures have been replaced by typed signatures, electronic "stamped" signatures, clipped and copied cursive signatures, and a myriad of other alternatives and protocols—including those emotive digital icons known as emojis, or those keyboard representations of a face, known as emoticons.
At the root of the issue is the serious legal concern over whether there is a meeting of the minds such as to find and discern the parties' intent, let alone whether the statute of frauds is satisfied by these neo-hieroglyphics. Will https://pallyy.com/tools/emoji-translator replace the Rosetta Stone?
In Wawa, Inc., the case revolved around whether plaintiff was contractually liable under a lease for certain repayment obligations. As the court noted, the core of the analysis was whether the intent of the parties was plain and the language clear and unambiguous. Ultimately the court found no such liability based on the express language in the lease. Of note, though, was a reference in the statement of facts to an email asking if the municipality's chief financial officer could revise the invoice she had sent to use specific language, and the officer responded with an email containing a happy face emoticon and wrote "Third time is the charm." While the actual issue in the case is not directly relevant to the use of emoticons, the fact that in a discussion of a court looking to the intent of the parties, its reference took on significance enough to be referenced. The next step is whether a stand alone emoticon can take the place of a signature; at least one case has taken the next step to analyze an emoticon as just such an expression of consent.
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