Toll (FGCT) Pty Ltd v Alphapharm Pty Ltd & Ors

The High Court of Australia considered an appeal from the Full Court of the Federal Court of Australia concerning a dispute between Toll (FGCT) Pty Ltd and Alphapharm Pty Ltd and others. The core of the dispute involved the interpretation of a contract for the carriage of goods, specifically whether Alphapharm was bound by the terms and conditions of Toll's standard trading application form, which included an indemnity clause. Alphapharm had signed the application form, but argued that it had not been given a reasonable opportunity to read the terms and conditions, and therefore should not be bound by them.

The central legal issue before the High Court was whether Alphapharm was bound by the terms and conditions of Toll's standard trading application form, notwithstanding its claim that it had not been afforded a reasonable opportunity to read them. This required the Court to consider the principles of contract formation, particularly in circumstances where one party signs a document presented by the other party. The Court also had to determine the application of the doctrine of *non est factum* in this context.

The High Court held that Alphapharm was bound by the terms and conditions of the application form. The Court reaffirmed the well-established principle that a party who signs a contractual document is generally bound by its terms, even if they have not read them, provided that the document is not one of a class that requires a more stringent approach (such as a deed). The Court found that the application form was not misleading or deceptive, and that Toll had taken reasonable steps to bring the terms and conditions to Alphapharm's attention by presenting the signed document. The Court rejected Alphapharm's reliance on the *non est factum* defence, finding that there was no misrepresentation as to the nature of the document signed, and that Alphapharm had not been under any disability preventing it from understanding the document.

The High Court allowed the appeal, setting aside the orders of the Full Court of the Federal Court and remitting the matter to the Federal Court for further determination in accordance with the High Court's judgment.