Signed, Sealed, Emoji-ed: When an emoji can’t seal the deal

Written by Fatin Ismail

This is a case study of Ross v Garvey 2025 BCSC 705.

Brief facts

In Ross v Garvey, the co-owner brothers Matthew and Kyle Garvey (‘the Garveys’) listed their property for sale and negotiated directly with Daniel Ross (‘Ross’), a realtor and developer. After rejecting Ross’s initial offer, Kyle emailed a ‘counter-offer’ from the brothers’ shared email account, attaching an amended version of the standard-form contract but without any signatures.

Ross immediately accepted by email, signed the documents electronically, and Kyle responded with a thumbs-up emoji in a text message. The next day, Matthew intervened, stating he had neither reviewed nor approved the documents and that nothing had been signed. The Garveys later sold the property to third parties.

Ross brought a legal action against the Garveys, arguing that the emailed counteroffer and the thumbs-up emoji via text message formed a binding contract.

Legal Issues

The Supreme Court of British Columbia identified five issues with regard to the case:

1. Agency: Did Kyle have the authority as Matthew’s agent to contractually bind both Owners?
2. Contract formation: Was a contract validly formed by means of the counter-offer?
3. Contract enforceability: If the answer to (2) is yes, is the contract enforceable even though it was not signed by all parties?
4. Contract breach or repudiation: If the answers to (2) and (3) are in the positive, did Mr Ross breach or repudiate the contract by failing to remove conditions precedent and/or by failing to pay the deposit?
5. CPL Cancellation: Should the certificate pending litigation (CPL) be cancelled?

Court Findings

The court’s findings are as follows:

1. Agency

Matthew allowed Kyle to negotiate and represent both owners through their shared email. From Ross’s perspective, it was reasonable to assume Kyle spoke for both.

2. Contract formation

A contract was formed whereby the email titled “counter offer” objectively constituted an offer, Ross’s acceptance email constituted acceptance, the essential terms (price, deposit, completion date, fee) were clear and agreed, and subsequently, Kyle’s text with a thumbs-up emoji reinforced that acceptance had been communicated.

3. Contract enforceability

To answer this question, section 59(3)(a) of the British Columbia Law and Equity Act must be looked at:

“59. Enforceability of contracts

(3) A contract respecting land or a disposition of land is not enforceable unless –

(a) There is, in writing signed by the party to be charged or by that party’s agent, both an indication that it has been made and a reasonable indication of the subject matter.”

Even though electronic signatures are permitted under the Canadian Electronic Transactions Act, the court held that the Garvey’s counteroffer contained no signature, that sending an unsigned PDF and an email from a shared account does not amount to a signature and a thumbs-up emoji confirming receipt or acknowledgment of Ross’s message is not a signature authenticating the contract in the context of land transactions.

The court distinguished this case from South West Terminal Ltd v Achter Land & Cattle Ltd [2023] SKKB 116 (the “Emoji case”), noting that British Columbia’s land-contract signature requirement is stricter than the Saskatchewan statute at issue in the Emoji case.

For more on the Emoji case, read it here.

4. Contract breach/repudiation

Since the contract was unenforceable, the court did not decide whether Ross breached it by not paying the deposit or removing conditions.

5. CPL cancellation

The CPL will remain on the title until Ross exhausts all avenues of appeal, after which the CPL will then be subject to cancellation.

Conclusion

In conclusion electronic communications can amount to a signature which is sufficient to enforce a contract, however differing districts may have varying approaches in the enforceability. Furthermore, contracts with different subject matters may also have different requirements for them to be enforceable. With reference to the emoji case, it can be seen that, the same emoji carries different legal weight depending on the statutory regime and subject matter.

For the full judgment of Ross v Garvey, click here.

Published on 2 December 2025