Allied Express Transport Pty Ltd v BAX Global (Aust) Pty Ltd (No 2)

In Allied Express Transport Pty Ltd v BAX Global (Aust) Pty Ltd (No 2), the Federal Court of Australia was tasked with determining the terms of a contract between Allied Express, a freight forwarding company, and BAX Global, a warehouse operator. The central dispute arose from the commencement of deliveries of goods from BAX Global's warehouses to consignees by Allied Express before the parties had finalised their contractual terms. Allied Express subsequently invoiced BAX Global for outstanding services rendered, while BAX Global argued that it was not liable for the invoices due to the incomplete nature of the contractual negotiations and potential losses incurred by Allied Express.

The primary legal issues before the court were whether there had been mutual assent to contractual terms sufficient to bind the parties and, if so, what those terms entailed. The court had to discern whether the negotiations, which were partly oral and partly in writing, had culminated in a binding contract and, if so, whether Allied Express was entitled to payment for its services. Conversely, BAX Global contended that it was entitled to a set-off against any payments due to Allied Express due to losses or deemed losses of goods caused by Allied Express.

The court found that despite the incomplete negotiations, there was sufficient evidence of mutual assent to form a binding contract. The court emphasised the importance of the conduct of the parties, particularly the commencement of deliveries, which demonstrated an implied agreement to the terms of the contract as understood by both parties at the time of performance. The court also determined that Allied Express was entitled to payment for its services, subject to an equitable set-off for any losses or deemed losses of goods by Allied Express. The court held that BAX Global could not unilaterally claim set-off without proper evidence of such losses and the extent to which they were attributable to Allied Express's actions.

Ultimately, the court ordered BAX Global to pay Allied Express for the outstanding invoices, subject to any valid claims of loss or deemed loss of goods that could be substantiated. The specific quantum of any set-off was to be determined in further proceedings.