THE EVOLUTION OF CONTRACTUAL ACCEPTANCE AT LAW: A BRIEF SYNOPSIS ON THE CASE OF SOUTHWEST TERMINAL LTD v ACTHER LAND & CATTLE [2023] SKKB 116

The law has had general guidelines regarding what constitutes acceptance of contractual obligations.? Some of them have been developed by custom, some by courts of law and a few through commercial practice.

Acceptance has been defined as agreeing to form a legally binding agreement based on an offer provided by the other party. In simple terms, this will mean an individual or entity accepting to be bound by given terms. It is this act of agreeing to terms that has changed over the years and forms a foundation for this discussion.

Historically, the first recorded case concerning the issue of contractual acceptance was decided in the year 1893 in the English courts. The courts established that the outright purchase of a product amounts to acceptance in contract law. The build up to later decisions expanded the meaning of the word acceptance at law, which extended to implied and constructive acceptance.

Latest Developments in Understanding Acceptance in Contract Law

In a recent ruling, the King's Bench for Saskatchewan in Canada (equivalent to a state Supreme Court of Zambia) acknowledged that the use of a thumbs-up emoji can constitute acceptance of contractual terms. ?

The case of?Southwest Terminal Ltd v Achter Land & Cattle?[2023] SKKB 116 had to do with an action for breach of contract where South West Terminal (SWT) purchased flax from Achter Land & Cattle (Achter), with delivery expected by the end of November 2021. However, the flax was never delivered, and the supplier Achter argued that the use of a thumbs-up emoji (??) could not convey an acceptance of contractual terms, and therefore there was no legally binding agreement for the supply.

The Court was tasked with considering whether there was "consensus ad idem" ("a meeting of the minds") or an intention to create legal relations between the parties resulting in a validly formed contract.

The Court held that the emoji was effective to convey acceptance of the contractual terms and that a valid contract had been formed. Consequently, Achter was ordered to pay damages in the sum of $82,000 (CAD) for failing to deliver the flax (this amount being the difference in pricing between the contract in dispute and the cost of the replacement supply).

This case surely demonstrates that contract law evolves to meet commercial expediency and live up to contemporary times. Justice Timothy Keene, when delivering the ruling observed that case had led the parties to undertake a detailed analysis to unearth what a ?? emoji means”.

Individual Responsibility

It is cases such as the above mentioned that give us a front row seat in the ongoing legal and social evolution of contact law. As though bringing to life the words of Alfred Thomson Denning in the case of Fisher v Fisher wherein he lamented saying “If we never do anything which has not been done before,?we shall never get anywhere”. With the prevalence of technology and the ever-evolving modes of communication, the law must step in to meet the times.

These advancements in human life and technology all form a basis upon which individuals in the workplace or any other setting must use as a yardstick to communicate. We therefore must be aware of the evolving times and advancements in technology. Furthermore, in representing our employers/principals and even ourselves, we must keep ourselves updated and abreast of such developments as this case has demonstrated that it is possible to enter into legally binding contractual obligations even in situations which may be considered informal.