Contracting by means of emoticon: between business efficiency and legal risks

The digitisation of business communication continues to challenge (Belgian) contract law. Traditional signatures are increasingly being replaced by informal digital signals: such as an ‘okay’ a green check mark or a thumbs-up. On 2 September 2025, the Brussels Commercial Court considered the addressed the question of whether a ‘👍’ emoticon in professional email correspondence constitutes valid acceptance of a contractual offer between companies. The ruling highlights the legal risks of (overly hasty) digital correspondence.

Background facts

The case before the Commercial Court concerned a cooperation agreement between a company and a press and communications agency.

After a meeting, the press and communications agency sent an email to the company’s marketing manager with a proposal for cooperation in the year 2024. The email contained a clearly defined offer including price, services, duration, budget estimate with invoicing details, as well as the general terms and conditions.  The message ended with the following: “@(…), as discussed, could you please confirm your agreement with the two quotations sent? You can do this by simply signing the document entitled ‘monthly budget allocation Brand1 and Brand2‘.“ Just three minutes later, the marketing manager replied with only a ‘👍 ‘ emoticon.  No further messages followed in which this response was nuanced or withdrawn.  On the contrary, the collaboration was effectively initiated by both parties.

Later, when a payment dispute arose, the conclusion of the agreement was also under discussion due to the acceptance or non-acceptance of the offer with the ‘👍 ‘ emoticon.

Analysis by the court

On 2 September 2025, the court ruled that the email from the press and communications agency constituted a full offer, since all the essential elements were present.  The company’s ‘👍 ‘ response was considered an unambiguous acceptance of the offer for the following reasons:

• in contemporary communication, it is generally accepted that ‘👍 ‘ means positive confirmation;
• the acceptance did not contain any further explanation or reservations;
• neither party revisited the message;
• the collaboration was implemented; and
• the first invoice was paid without reservation. In principle, an accepted invoice constitutes evidence of the underlying agreement.

The defence that the thumbs-up was merely intended as internal approval (‘received, I’ll look at it’) and that no formal signing had taken place was rejected by the court. The fact that the offer could ‘also’ be accepted by signing indicates alternatives to acceptance, not the necessity of a signature. 

In view of the above circumstances, the court ruled that a legally valid agreement had been concluded between the parties.

Points of attention and action

The decision of the Commercial Court is not an isolated case and should encourage companies to:

• strive for clarity, even in fleeting online communication (when in doubt, always make an explicit reservation);
• take into account the evolution of law in the digital world: where a signature was previously the common proof of an agreement, today, a single emoticon can suffice to establish a valid agreement;
• be vigilant for subsequent circumstances, such as implementing the ‘agreement’ or accepting invoices. These circumstances can have a legal impact that does not necessarily reflect the initial intentions of the parties involved.

The fine line between business efficiency and legal risk is becoming increasingly blurred. Clear contractual agreements and thoughtful communication are therefore crucial. De Langhe Attorneys supports companies in drafting, negotiating and assessing contracts — so that speed and certainty can go hand in hand.

Wibo Van Poeck and Pieter-Jan Aerts
De Langhe Attorneys