Can Just Sending an Emoji form a Contract?

Can Just Sending an Emoji form a Contract?

Contracts, E-Commerce, Negotiation
Can texting an emoji actually bind you to an enforceable contract? As a commercial seller of flax who sent a responsive emoji to a customer discovered in a Canadian court, the answer is Yes. Worse yet, his single "thumbs up" emoji ended up costing his firm nearly roughly (USD) $100,000. In this blog post, we take a look at the case that made the rounds on the news and social media and what lessons it may have for those of you who here south of the border in the U.S. who might be tempted to send that thumbs up to your business customers, partners, vendors and suppliers. The "Thumbs Up" Emoji Case In the case of South West Terminal Ltd. v. Achter Land, 2023 SKKB 116 (CanLII) (June 8, 2023),…
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Don’t Ignore Acceptance Testing Language in Your Next Software Deal

Don’t Ignore Acceptance Testing Language in Your Next Software Deal

Contracts, Negotiation, Software
Be honest-- as a software developer, how much time did you actually spend considering the acceptance testing language in your last development or licensing agreement? Negotiating and crafting a thorough acceptance testing clause in your agreement can be time well spent, not to mention a valuable risk management tool for your business. What is Acceptance Testing? As many of you probably know, software development, "master services", licensing and similar agreements oftentimes contain an "acceptance testing" section. Such language describes (or should anyway) a clear and mutually understood process by which the customer can verify that the software meets their business requirements. Such language can be vital to both parties where the software is costly or involves a complicated implementation by the software vendor. Below is a non-exhaustive list of issues…
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There is a Legal Interest Rate in Arizona. So How Much Can Your Online Business Charge?

There is a Legal Interest Rate in Arizona. So How Much Can Your Online Business Charge?

Contracts, Negotiation
E-commerce companies often charge their customers a rate of interest on past-due account balances for purchased goods or services, usually without much thought as to its legality.  Worse yet, they simply do it because they've seen their competitors do it in their service terms.  In this post, we look at what the actual law is regarding the interest rate that can be charged by an online business here in Arizona. First, a few disclaimers:  One, I am licensed to practice law only in Arizona.  If your e-commerce  business is not based here, or your terms of service do not have Arizona law as its choice of law that will apply, then you should look to the law of your company's home state or consult a lawyer in the state which…
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