Toll (Fgct) Pty Limited
vAlphapharm Pty Limited & Ors

Judges: Gleeson CJ
Gummow J
Hayne J
Callinan J
Heydon J

Subject References:
Contract
Construction and interpretation
Terms
Officer of a corporation authorised to contract on corporation's behalf
Contractual document signed by officer contained onerous terms
Officer failed to read document
Conclusiveness of act of signature or execution
Whether notice of onerous terms or exclusions required
Principal and agent
Contract
Authority
Whether agent authorised to contract on terms that include exclusions of liability of other contracting party

1. Appeal allowed with costs.

2. Set aside order 1 of the orders of the New South Wales Court of Appeal and, in lieu thereof, order that the appeal to that Court be allowed with costs.

3. Set aside orders 1, 2 and 4 of the trial judge and in lieu thereof, order that:

(a)

the First and Second Plaintiffs' claim in the District Court of New South Wales be dismissed;

(b)

judgment be entered for the Defendant;

(c)

the First and Second Plaintiffs pay the Defendant's costs of the trial; and

(d)

the First and Second Plaintiffs pay the costs of the First and Third Cross Defendants.

4. Order that the First Respondent repay to the Appellant the sum of $683,061.86 together with interest from the date of payment at rates under the District Court Act 1973 (NSW) or as agreed.

Representation:

S J Gageler SC with A S Bell for the appellant (instructed by Clayton Utz)

S T White with E G H Cox for the first respondent (instructed by Withnell Hetherington)

J E Griffiths SC with J K Kirk for the second and third respondents (instructed by Allens Arthur Robinson)