In Mackay Sugar Ltd & Anor v Quadrio [2015] QCA 41, the Queensland Court of Appeal held that:

  • Signature of a printed execution page even though the execution page contained no contractual terms will indicate an intention to be bound to a contract, in circumstances where the contractual terms were communicated by projection onto a screen.
  • This form of the contractual terms will amount to a 'written contract' and a party will be taken to have signed the written contract by signature of the execution page.

Facts

Pursuant to section 31 of the Sugar Industry Act (Qld) (Act), canegrowers may supply cane to a mill if a supply contract is made between two or more growers and the mill owner, and it is signed by each party. Accordingly, Tableland Canegrowers Limited (second appellant) negotiated the terms of an instrument entitled the 'Tableland Collective Cane Supply and Processing Agreement' (Agreement) with Mackay Sugar Limited (first appellant).

At a meeting held on 16 April 2013, the second appellant's manager addressed the content of the Agreement which was projected onto a screen (excluding appendices) to several cane growers including Mr Pasquale Quadrio (respondent). Attendees were advised at this meeting to sign an execution page, which would be countersigned by the first and second appellant when a specified minimum total hectares of land under cultivation by growers was reached. Attendees were also advised that the Agreement would be made available to any growers who wanted to seek legal advice and that the execution page could be taken away to be signed by the correct parties. The respondent proceeded to sign the execution page and was subsequently provided a copy of the Agreement. 
The trial judge held that the respondent intended to be legally bound by the Agreement.

However, there was no 'contract' as the execution page contained no contractual terms nor did it incorporate by reference any contractual terms. Accordingly, section 31 of the Act was not fulfilled and the respondent had not committed to a concluded and binding contract.

Decision

The court of appeal found that it was 'perfectly clear to a reasonable person in the respondent's position' that the signing of the execution page signified assent to entering into a contract on the terms of the Agreement. The court found this to be the case because although the respondent had not been provided a printed copy of the contractual terms, it had been communicated to the respondent and projected on to a screen (with incorporation of appendices by reference) and it was open to the respondent to read the contractual terms and to take away a printed copy to obtain legal advice prior to signing the execution page.

The court of appeal also held that this form of the contractual terms amounted to a written contract. Accordingly, the signing of the execution page amounted to signing of a written contract in compliance with the Act. It was not necessary for the appellants to prove that the respondent had taken advantage of the opportunity afforded to read the contractual terms of the Agreement.