Contracts

As we await the 2025 harvest and think ahead to 2026 farm leases, now is a good time for our annual Ohio Farmland Leasing Update.  We've scheduled the webinar for Friday, August 15, 2025 at 10:00 a.m. as a special edition of our Farm Office Live webinar series.

Our team will address economic and legal information that affects Ohio farmland leasing, including the latest information on these topics:

• Cash Rent Outlook – Survey Data and Key Issues Impacting Change
• Legal Issues and Requirements for Terminating a Farmland Lease
• Drafting Farm Leases for Drainage Tile Improvements
• Leasing the Pore Space Beneath Your Farmland
• Farmland Leasing Resources

Our speakers for the webinar include:

• Barry Ward, Leader, OSU Production Business Management
• Peggy Kirk Hall, Attorney, OSU Agricultural & Resource Law Program
• Robert Moore, Attorney, OSU Agricultural & Resource Law Program

There is no cost to attend the Ohio Farmland Leasing Update, but registration is necessary unless you're already registered for theFarm Office Live webinars.  To register, visit go.osu.edu/register4fol.

Traditional communication methods are a thing of the past. With instant access to email, social media, text messages, websites, and video calls, digital communication is now the primary way individuals and organizations connect. In this digital age, emojis have become a key form of expression. Traditional contracts, once reliant on handwritten signatures, have now expanded to include electronic signatures under federal and state law. But can a simple thumbs-up emoji or smiley face be seen as legally binding consent in a contractual agreement? Recent legal trends suggest that in certain circumstances, the answer may be yes. Producers should be aware of the potential legal risks emojis pose when negotiating a contract through digital communications.

Legal Landscape of Electronic Signatures

• Federal E-Sign Act: The Electronic Signatures in Global and National Commerce Act (“E-Sign Act”), enacted in 2000, ensures that electronic records and signatures are legally valid, provided they meet certain requirements. The law explicitly states that electronic contracts and signatures cannot be denied enforceability solely because they are digital. Under the E-Sign Act, an electronic signature is broadly defined as any “electronic sound, symbol, or process” associated with a contract and executed with intent.
• Ohio’s UETA: Ohio has adopted the Uniform Electronic Transactions Act (“UETA”), which complements the E-Sign Act and provides additional guidance on electronic contracts within the state. UETA establishes that electronic signatures and records hold the same legal validity as their paper counterparts (with limited exceptions), as long as both parties have agreed to conduct transactions electronically. Like the E-Sign Act, UETA does not explicitly address emojis. However, given its broad definition of electronic signatures, emojis could qualify if used with the intent to agree to contract terms. 
• Industry Standards: Additionally, certain industries may have standards that deal with digital communications. For example, within the grain trade, a responsive emoji texted to a purchaser might be deemed sufficient “confirmation” under the National Grain and Feed Association’s (“NGFA”) Grain Trade Rules. These rules require written confirmation, which can be sent via postal mail, courier, or electronic means. Since the rules do not expressly exclude emojis as a form of electronic communication, their validity remains an open question.  

Judicial Treatment of Emojis and Digital Communications in Contract Law
While Ohio courts have yet to issue a definitive ruling on emojis as contractual acceptance, there is case law that addresses the issue of digital communications and the use of emojis to create a legally enforceable contract. 

• International Case Law: Although not a binding legal precedent, a notable case outside the U.S. has gained international attention. In South West Terminal Ltd. v. Achter Land & Cattle Ltd., the court addressed whether a farmer’s thumbs-up emoji in response to a contract image constituted acceptance. The court ruled that a legally binding contract was formed and held the farmer liable for breach. (See our original post on the South West case here). In December, a Canadian appellate court upheld this decision, finding that Achter Land & Cattle intended to enter into a contract with South West Terminal and that both parties had communicated and agreed upon the essential terms.
• U.S. Case Law: While no U.S. case law directly addresses whether a contract can be formed by the use of emojis as the court does in the South West case, there are examples of U.S. courts interpreting digital communications and the use of emojis within other traditional legal frameworks.
  • CX Digital Media, Inc. v. Smoking Everywhere, Inc.: The court held that an instant message exchange effectively modified a contract that contained a “no-oral modification clause.” 
  • In RE Bed Bath & Beyond Corporation Securities Litigation: The court ruled that a “full moon face” emoji contained within a tweet could plausibly mislead stockholders and could be a securities violation in some contexts.  
  • Lightstone Re LLC v. Zinntex LLC: The court determined that a factual dispute remained as to whether a thumbs-up emoji constituted a valid contract, preventing it from granting summary judgment on that basis (though summary judgment was granted for the plaintiff on other grounds). The court acknowledged that “even if such an electronic signature in the form of an emoji can create a valid contract, there still must be a meeting of the minds and an intent to be so bound.” 
  • Battle Axe Construction, LLC v. Hafner & Sons, Inc.: An Ohio court ruled that a series of emails met the requirements of Ohio’s Statute of Frauds, which requires certain contracts to be in writing.
  • N. Side Bank & Trust Co. v. Trinity Aviation, L.L.C.: An Ohio court determined that a series of emails between the parties included the necessary elements to form a legally enforceable contract.

What does this all mean? 
In summary, there is no clear answer (either in Ohio or nationwide) on whether an emoji can serve as an electronic signature and signify acceptance of a contract. However, as can be seen from the list of cases above, there is legal precedent establishing that digital communications can create a legally enforceable contract. 

If the issue of whether an emoji qualifies as an electronic signature arises, Ohio courts will likely consider the broad definition of electronic signatures under federal and state law. They will also evaluate the context of the digital communication between the parties, assessing whether all elements of contract formation are present and whether a party intended to accept the contract by sending an emoji.

How should you manage your digital communications?
Although digital communications and contracting are legally recognized, using emojis as evidence of contract formation remains challenging. Emojis can be ambiguous and open to interpretation. For instance, the fire emoji might signal excitement in one context but destruction in another. One party may interpret it as confirmation of a contract, while the other may intend it as a rejection of negotiations. This type of ambiguity will continue to pose an ongoing issue if emojis are allowed to be used as electronic signatures.

To help minimize the risk of misinterpretation when negotiating contracts digitally, consider these best practices: 

• Avoid emojis – While it may seem simple, refraining from using emojis helps prevent confusion over contract formation and reduces the risk of an emoji being interpreted as an electronic signature, lowering the chances of disputes or litigation. 
• Clarify intent if emojis are used – If the other party includes emojis in negotiations, follow up to ensure their intent is clear and unambiguous. Additionally, consider finalizing digital negotiations with a formal written contract.
• Establish employer guidelines – Employers should implement internal policies outlining how employees engage in contractual discussions via text, email, or social media to ensure clarity and consistency.

Final Thoughts 
As digital communication evolves, so too will legal interpretations regarding its use. The federal E-Sign Act and Ohio’s UETA provide a robust framework for recognizing electronic agreements, and courts may uphold emojis as valid expressions of contractual intent under the right circumstances. Nevertheless, the safest approach remains to use traditional contractual language alongside any digital expressions. When in doubt, always put it in writing—words continue to reign supreme in contract law.

As April comes to a close, we bring you another edition of the Ag Law Harvest. This month’s harvest brings you laws and regulations from across the country regarding a national drinking water standard, the Endangered Species Act, Ag-Gag laws, noncompete agreements, and pollution. 

EPA Finalizes First-Ever PFAS Drinking Water Standards
Earlier this month, the U.S. Environmental Protection Agency (“EPA”) announced a final rule, issuing the “first-ever national, legally enforceable drinking water standard to protect communities from exposure to harmful per-and polyfluoroalkyl substances (PFAS), also known as ‘forever chemicals’”. The final rule sets legally enforceable maximum contaminant levels for six PFAS chemicals in public water systems. The EPA also announced nearly $1 billion in new funding to “help states and territories implement PFAS testing and treatment at public water systems and to help owners of private wells address PFAS contamination.” The EPA suggests that this final rule “will reduce PFAS exposure for approximately 100 million people, prevent thousands of deaths, and reduce tens of thousands of serious illnesses.” 

Interior Deptartment Finalizes Rule to Strengthen Endangered Species Act
The Department of the Interior has announced that the U.S. Fish and Wildlife Service finalized revisions to the Endangered Species Act (ESA). These revisions aim to enhance participation in voluntary conservation programs by promoting native species conservation. They achieve this by clarifying and simplifying permitting processes under Section 10(a) of the ESA, encouraging greater involvement from resource managers and landowners in these voluntary initiatives. For more information about Section 10 of the ESA visit the U.S. Fish and Wildlife Service’s website.

Kentucky Passes Ag-Gag Statute
On April 12, 2024, the Kentucky legislature overrode the governor’s veto to pass Senate Bill 16 into law. The new law, titled “An Act Relating to Agricultural Key Infrastructure Assets,” expands the definition of “key infrastructure assets” to include commercial food manufacturing or processing facilities, animal feeding operations, and concentrated animal feeding operations. It criminalizes trespassing on such properties with unmanned aircraft systems, recording devices, or photography equipment without the owner's consent. The first offense is a Class B misdemeanor with up to 90 days imprisonment and a $250 fine, while subsequent offenses are Class A misdemeanors with up to 12 months imprisonment and a $500 fine.

Federal Trade Commission Bans Non-Compete Agreements
The Federal Trade Commission (“FTC”) announced a final rule banning noncompete agreements and clauses nationwide. This move aims to promote competition by safeguarding workers’ freedom to change jobs, increasing innovation and the formation of new businesses. Under the FTC’s new rule, existing noncompetes for the vast majority of workers will no longer be enforceable after the rule’s effective date. However, existing noncompetes for senior executives – those earning more than $151,164 annually and in policy making positions – remain enforceable under the new rule. Employers will have to notify workers bound to an existing noncompete that the noncompete agreement will not be enforced against the worker in the future. The final rule will become effective 120 days after publication in the Federal Register.  

EPA Announces New Rules to Reduce Pollution from Fossil Fuel-Fired Power Plants 
The U.S. Environmental Protection Agency (“EPA”) unveiled a set of final rules designed to decrease pollution from fossil fuel-fired power plants. These rules, developed under various laws such as the Clean Air Act, Clean Water Act, and Resource Conservation and Recovery Act, aim to protect communities from pollution and improve public health while maintaining reliable electricity supply. They are expected to substantially reduce climate, air, water, and land pollution from the power industry, aligning with the Biden-Harris Administration's goals of promoting public health, advancing environmental justice, and addressing climate change.

In this rendition of the Ag Law Harvest, we bring you some contracts! Over the course of February, there were three Ohio cases that demonstrate the importance of having a written contract, the ability to form a contract through your actions, and the need to make sure specific terms within a contract can be enforceable. 

Handshake Agreements Can Be a Double-Edged Sword.
In this case we are introduced to two brothers (the “Plaintiffs”), who were equal partners in a farming business that included buying and selling livestock. As part of their business, Plaintiffs sold cattle to Defendants between 2009 and 2017. The parties did not have a formal contract in place and conducted business on a “handshake agreement.” 

The Plaintiffs claim that the Defendants acted as intermediaries, purchasing heifers from them, and reselling them to other dairy farmers or at market. According to Plaintiffs, it was customary for the Defendants to pay for the cattle immediately upon delivery or within 30 days. However, around 2016, Defendants allegedly wrote checks for seven transactions but asked Plaintiffs not to cash them due to insufficient funds. Plaintiffs assert that Defendants never honored these checks, resulting in an outstanding amount of $128,950. Despite Plaintiffs' attempts to collect, Defendants denied owing any money, arguing that Plaintiffs were fully paid through later payments or third-party transactions. This disagreement led to the filing of Plaintiffs' lawsuit.

In February of last year, the trial court granted Plaintiffs summary judgment and awarded them $120,150. Defendants appealed the trial court’s decision arguing that summary judgment was inappropriate because whether or not Defendants owed Plaintiffs any money was in dispute. The appellate court agreed. 

In its opinion, the appellate court stated that it was clear that “the trial court weighed the credibility of the parties. . .” The appellate court also made it clear that “[s]ince resolution of the factual dispute will depend, at least in part, upon the credibility of the parties or their witnesses, summary judgment in such a case is inappropriate.” Furthermore, the court noted that because there was no written contract between the parties, the only evidence to demonstrate the particulars and common practices of the handshake agreement comes from the personal knowledge of the Plaintiffs and Defendants. Therefore, because both parties disagree as to whether Defendants owe any money to Plaintiffs, the trial court should not have ruled in favor of Plaintiffs on summary judgment. Consequently, the case is remanded to the trial court for further proceedings, potentially including a trial.

This case shows us two things, the importance of having a written contract and the importance of recordkeeping. The parties to this lawsuit must now argue that their recollection of events is the true and accurate recollection. Both parties will likely be judged by a group of jurors and one party is bound to be out a large sum of money. A written contract could have avoided much of the dispute by including language about the process for payment, record keeping requirements, and other terms and conditions that would have governed the relationship of the parties. Now, because there is no written contract, this case becomes a case of “he said-he said.”  

Implied Contracts Can Be Formed Based on a Tacit Understanding.
The second case demonstrates that the surrounding facts and circumstances can create an implied contract even when no signed contract exists. In this case Plaintiff, a residential construction company, provided the Defendant-homeowners with two written quotes for roofing and other work at their home. The quotes included various services and specified a 30% upfront payment with the remainder due upon completion of the work. Although the Defendants did not sign or date the quotes, they paid Plaintiff $6,815, which was stated to be a 30% prepayment for the total quoted amount of $22,717. 

After completing the roof, Plaintiff submitted a bill to the Defendants for the balance due on the roof. The Defendants took issue with the invoice for two reasons: (1) the price did not match the quotes, and (2) Defendants believed that payment would not be due until all items on both quotes were completed. Ultimately, the parties parted ways and Defendants asked Plaintiff to not return to their home leaving the remainder of the work listed on the two quotes uncompleted. 

Plaintiff sued the Defendants alleging breach of contract, seeking payment for the finished roof. The matter proceeded to a bench trial where the trial court found that the two quotes and the 30% payment operated as an implied contract and not an express one. The trial court also held that Plaintiff did partially perform the agreement and should be paid for the roof installation. 

The Defendants appealed, arguing that Plaintiff could not recover in this case because Plaintiff only alleged a breach of an express contract and did not seek recovery for breach of an implied contract. The appellate court disagreed. The court noted that under Ohio law there are three types of contracts: (1) express contracts, (2) implied in fact contracts, and (3) implied in law contracts. 

The court went on further to explain when the three different kinds of contracts are created. An express contract is created when there is an offer and acceptance of written terms. An implied in fact contract requires a “meeting of the minds” and that “is shown by the surrounding circumstances which [make] it inferable that [a] contract exists as a matter of tacit understanding.” Lastly, with an implied in law contract “there is no meeting of the minds” but the law will create civil liability for a person in receipt of benefits which they are not justly entitled to retain.   

The appellate court held that the trial court correctly found there was no express contract between the parties, rather there was an implied in fact contract. The court reasoned that the two written quotes and the 30% prepayment created a tacit understanding amongst the parties. Furthermore, the court concluded that because an implied contract existed amongst the parties, Plaintiff is entitled to recover for the work they did do. Lastly, the trial court noted that Defendants should have been aware that Plaintiff’s breach of contract claim would not only apply to express contracts but also to implied contracts. 

Noncompetition Agreement Found to be Unenforceable. 
In our final case we are introduced to a salesman that was being sued by his former employer for breach of a non-competition agreement (the “NCA”) after going to work for a direct competitor. Plaintiff, Kross Acquisition Co., LLC (“Kross”), is a basement waterproofing contractor. Kross provides service in southwestern Ohio, southeastern Indiana, and northern and eastern Kentucky. Kross’s former employee Roger Kief left to work for Groundworks Ohio, LLC (“Groundworks”). Groundworks is engaged in substantially the same business as Kross and serves the entire state of Ohio as well as Kentucky, Indiana, and many other states. 

Kief began working for Kross in 2017 and signed the NCA. The NCA prohibits Kief from disclosing confidential information and from working anywhere in Ohio or Kentucky for any competing company for a period of two years after leaving Kross. In February of 2022, Groundworks offered Kief an identical position with a start date of March 2022. 

Kross filed lawsuit against Kief for failing to adhere to the NCA. The trial court found the NCA unenforceable and granted summary judgment in favor of Kief. Kross filed an appeal arguing that the trial court erred when it found the NCA unenforceable. The appellate court disagreed. The court noted that the following factors are used to analyze whether a noncompetition agreement can be enforceable: 

1. Time and space limitations: Whether the agreement specifies a reasonable duration and geographic scope for its restrictions.

2. Sole contact with the customer: Whether the employee is the primary or sole contact with the employer's customers.

3. Confidential information or trade secrets: Whether the employee has access to and possesses confidential information or trade secrets of the employer.

4. Limitation of unfair competition: Whether the covenant aims to prevent unfair competition or if it overly restricts ordinary competition.

5. Stifling of inherent skill and experience: Whether the agreement unreasonably stifles the employee's inherent skill and experience in the industry.

6. Disproportionate benefit to the employer: Whether the benefit gained by the employer from the agreement outweighs the detriment imposed on the employee.

7. Bar on sole means of support: Whether the agreement bars the employee's only means of earning a livelihood.

8. Development of restrained skills during employment: Whether the skills restricted by the agreement were actually developed during the employee's tenure with the employer.

9. Incidental nature of forbidden employment: Whether the forbidden employment is merely incidental to the employee's primary employment with the employer.

Based on the foregoing factors, the court found that the geographic and time limitations “exceeded what is necessary to protect Kross’s legitimate business interests.” Therefore, the appellate court found the NCA unenforceable.