Is a ‘thumbs up’ emoji (👍) enough to close a contract?

In the digital age, business communications happen at lightning speed via email, Teams or WhatsApp. But what if one of your employees answers a detailed proposal with just a ‘thumbs up’ (👍) emoji? Are you as a business then bound to a multi-million dollar contract? According to a judgment of the Dutch-speaking Enterprise Court in Brussels on 27 October 2025, the answer, combined with the execution of the deal, is a clear ‘yes.

The facts: a thumbs up, paid invoices and a sudden termination

The case involved a communications agency (plaintiff) that provided limited services to a larger company (defendant) as early as 2023. Contacts were always through the defendant's marketing manager, Mr. L.M..

In late 2023, the agency sent a comprehensive proposal for a one-year contract in 2024, which included a significant expansion of services. The accompanying e-mail asked for agreement to the offers, stating, “This can also be done simply by signing the document ‘monthly budget distribution...’”.

Three minutes later, the marketing manager, Mr. L.M., replied with only a ‘thumbs up’ (👍) emoticon.

The collaboration started. The agency provided deliverables and sent invoices for January, February and March 2024, each for 1/12th of the annual budget, as provided for in the proposal. The defendant provided PO numbers for this purpose and paid the bills.

In late March, however, another of the defendant's employees informed her that, in her opinion, “there is no contractually validated budget.” Shortly thereafter, on April 21, 2024, followed an email from a third manager terminating the collaboration. Reason: “A verbal ok without internal communication and signed contract for such budgets is not ok according to our policy.”.

The communications agency went to court and demanded damages for the wrongful breach of the annual contract.

Enterprise court decision

The court had to judge whether a valid contract had been formed based on the 👍 and subsequent actions.

1. Yes, there was a binding contract

The court ruled that a valid agreement did exist.

• The 👍 counts as acceptance: The court stated that it is common knowledge that a ‘thumbs up’ means ‘ok’ or ‘all right. In the circumstances, this could not be interpreted other than as an acceptance of the offer.
• Context is crucial: The proposal had previously been discussed at a meeting, so the quick response was not illogical. The mention that signing ‘also’ was an option, meant that it was not an exclusive requirement.
• Execution confirms the contract: Most importantly, both parties had started performance immediately. The plaintiff provided performance and the defendant accepted it by giving PO numbers and paying the first three monthly invoices (which referred to the annual budget) without protest.

2. Internal policy is not opposable

The defendant's argument that the marketing manager (L.M.) was not qualified or that internal policy required a signature, was dismissed. The court stated that internal procedures are irrelevant to the opposing party, especially when the company itself (by generating PO numbers and paying invoices) gives the impression that everything is in order.

3. Consequence: severance fee due

Because there was a valid annual contract (a fixed-term contract) , the defendant could not simply stop this unilaterally. The April 21, 2024 email was a clear, wrongful termination notice.

The court therefore ordered the defendant to pay damages of €37,182.80, which corresponded to the positive contract interest (the lost profit).

Legal analysis and interpretation

This ruling is an important reminder of the basic principles of Belgian contract law applied to modern means of communication.

• Consensualism (Book 5 BW): Under Belgian law, contracts are in principle concluded solo consensu: the mere consent of the parties is sufficient. A writing is (usually) only necessary for proof, not for validity. Moreover, between companies, evidence is “free,” which means that emails, and thus emojis, can serve as evidence.
• The contextual interpretation of a declaration of intent: A 👍 is not always a contract. It is a ‘declaration of intent’ that must be interpreted in its context. Here, the context was abundantly clear: a formal proposal , an explicit request for agreement , a positive emoji , and the immediate, compliant execution by both parties. The accumulation of these elements made the acceptance indisputable.
• Apparent mandate and ratification: The discussion of the manager's authority touches on the doctrine of apparent mandate. Even if an employee is out of line, the company may still be bound if it created the appearance that this person had authority. More importantly, by then executing the agreement (paying invoices, giving POs), the company ratified (approved) the act of its manager.
• The fate of general conditions: An interesting side note was that the agency had included a stricter termination clause in the later invoices that was not in the original proposal. The court ruled that this new clause was not part of the contract. A party cannot reasonably expect the other party to go back and compare the general terms and conditions with the original offer with each invoice. This confirms that general terms and conditions must be known and accepted at the latest at the time of entering into the contract.

What this specifically means

For entrepreneurs and managers

• Be aware of informal communication: An ‘ok,’ ‘agreement,’ or 👍 in a professional context is not without obligation. It can legally bind your company.
• Make clear internal agreements: Instruct your staff on who has authority to enter into contracts and emphasize that informal commitments can be binding.
• Protest bills immediately: The defendant lost the case in part because he paid the invoices. Accepting and paying an invoice without protest is considered (rebuttable) proof of the underlying agreement.

For service providers and suppliers

• Ask for clear confirmation: Although the plaintiff was vindicated here, an explicit “Agreement by mail” or signed offer could have avoided an expensive lawsuit.
• Deliver your terms and conditions at the right time: Make sure your terms and conditions are part of the original offer. Mentioning them later on an invoice is legally too late to impose new, onerous clauses (such as a termination fee).

Frequently asked questions (FAQ)

Is a verbal agreement between companies (B2B) also valid?
Yes, absolutely. The principle of consensualism applies. The problem is often not validity, but proof. Between companies, however, evidence is free, which means that emails, testimonials, and as it appears here, even the execution of the deal (such as paying invoices) can serve as evidence.

What if my employee was not authorized to sign that contract?
Even if an employee internally exceeds his authority, your company may still be bound. This can be through ‘apparent mandate’ (if you gave the other party the legitimate impression that the employee did have authority) or if the company executes the agreement after the fact (e.g., by paying the invoices), which counts as an endorsement.

Can I terminate a fixed-term contract just like that?
No. A fixed-term contract must in principle be fulfilled until the agreed end date. Early unilateral termination is breach of contract (default) and almost certainly leads to damages, which often cover the full remaining contract value.

Conclusion

This judgment confirms that the law is adapting to modern realities. A ‘thumbs up’ is no longer a non-committal gesture in a business context, but can constitute a full-fledged legal acceptance. The consequences, especially when combined with performance, cannot be underestimated. Clear communication and watertight contractual agreements remain the best remedy against costly legal proceedings in Belgium.