Toll (FGCT) Pty Ltd v Alphapharm Pty Ltd Casebreif PDF

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Toll (FGCT) Pty Ltd v Alphapharm Pty Ltd Casebreif Name of Case

Toll (FGCT) Pty Ltd v Alphapharm Pty Ltd

Citation and Court

High Court of Australia Gleeson CJ, Gummow, Hayne, Callinan, and Heydon JJ

Material Facts

- Alphapharm Pty Ltd purchased flu vaccine from Ebos Group Ltd - Vaccine to be stored after importation from UK and transported to Alphapharm’s customers by Finemores Toll (FGCT) Pty Ltd - Contract entered by Finemores and Richard Thomson Pty Ltd (agent for Alphapharm) - Contract heading ‘Application for Credit’, above signature as well appeared words ‘Please read “Conditions of Contract” (Overleaf) prior to signing - Thomson had not read the relevant conditions, nor were they mention previously in any conversation - Clause 6 – exclusion clause prevent liability of Finemores in event of damage to vaccines during transportation and vaccine was destroyed in transit due to low temperatures The issues before the High Court was whether clause 6 formed part of the carriage contract, thereby excluding Finemores from liability for the destruction of the vaccine.

Legal Issue

Relevant Law

- Acceptance – Prevalence of the Objective approach - Privity – Agency - Legal effect of a signature - Reasonably sufficient notice – “a person who signs a contractual document without reading it is bound by its terms only if the other party has done what is reasonably sufficient to give notice of those terms”

Application of Law to the Facts

- Does not matter that the representative didn’t read the contract, signing is his way of indicating he had read and accepted it (intention and acceptance is measured objectively)  “It is not the subjective belief or understandings of the parties about their rights and liabilities that govern their contractual relations. What matters is what each party by words and conduct have led a reasonable person in the position of the other party to believe.”  “References to the common intention of the parties are to be understood to what a reasonable person would understand by the language in which the parties have expressed their agreement.” - Privity – Agency relationship exists, respondent bound by the terms - Signature has a legal effect of reading and accepting the contract, regardless of whether the party actually did so  “Legal instruments of various kinds take their efficacy from signature or execution. Such instruments are often signed by people who have not read and understood all their terms, but who are nevertheless committed to those terms by the act of signature or execution.” - Whilst this was an exclusion case, the effect of a signature cancels need to give reasonable notice:  “where a person has signed a document, which is intended to affect legal relations, and there is no question of misrepresentation, duress, mistake, or any other vitiating element, the fact that the person has signed the document without reading it does not put the other party in the position of having to show that due notice was given of its terms.”  “What more Finemores could have done is give Thomson notice of temrs

and conditions and place his signature immediately below a request that he read the conditions on the reverse side of the document before signing, is difficult to imagine.” Conclusion

The High Court of Australia (Gleeson CJ, Gummow, Hayne, Callinan, and Heydon JJ) unanimously held that clause 6 formed part of the contract....