Signing Contracts with Emojis

It used to be that signing a contract required a wet signature. From there, it went from faxed signatures to PDF signatures. Nowadays, contracts are often signed with e-signature software like DocuSign.

But recently, a new form of signature made its way into the news: emojis. A Canadian court recently ruled that a contract was binding after one of the parties sent a thumbs-up emoji in response to a text message that read: “Please confirm flax contract.”

In the US, contracts don’t necessary require a signature in the form of a name. The Uniform Commercial Code, or UCC, for example, states that “a signature may be made…by a word, mark, or symbol.” An ‘X’ or a line would suffice. So perhaps it shouldn’t come as a surprise that an emoji could also serve as a signature.

However, in Brazil, you might want to consider a different approach. While e-signatures are permitted under certain circumstances (and digital certificates are common), in the case of a company, you’ll want to confirm that the person signing has actual authority.

A company’s articles of incorporation typically include a section about who can sign. Unlike in the US, where you can rely on apparent authority, an individual’s title in Brazil doesn’t necessarily give them the right to sign contracts on behalf of a company. In fact, more than one signature may be required.

If you’re entering into contracts in Brazil, ensure that everyone signing possesses the requisite authority. Otherwise, you might find yourself with a contract you can’t enforce.