Toll (FGCT) Pty Ltd v Alphapharm Pty Ltd

The High Court of Australia heard an appeal concerning a dispute between Toll (FGCT) Pty Ltd and Alphapharm Pty Ltd. The core of the disagreement revolved around whether Alphapharm was bound by certain onerous terms contained within a contract signed by an officer of the company, despite that officer failing to read the document.

The legal issues before the High Court were primarily concerned with the principles of contract formation and the effect of a signature on a contractual document. Specifically, the court had to determine whether an officer of a corporation, authorised to contract on its behalf, could be bound by terms within a signed document, even if those terms were onerous and not read by the signatory. The court also considered whether notice of such terms was required to be given to the signatory in these circumstances.

The High Court reasoned that the act of signing a contractual document, in the absence of fraud or misrepresentation, conclusively binds the signatory to the terms contained within that document, regardless of whether they have read and understood them. The court applied the well-established principle that a person who signs a document is presumed to have read and understood its contents, and is therefore bound by them. The court found that Alphapharm was bound by clause 6 of the Conditions of Contract.

Consequently, the High Court allowed the appeal, setting aside the orders of the New South Wales Court of Appeal and the trial judge. The claims of the First and Second Plaintiffs (Alphapharm) were dismissed, and judgment was entered for the Defendant (Toll). The court also ordered Alphapharm to repay a sum of $683,061.86 to Toll, along with interest.