Data
- Date:
- 10-09-2026
- Country:
- Australia
- Number:
- [2026] FCA 1336
- Court:
- Federal Court of Australia
- Parties:
- UIL (Singapore) Pte Ltd v Wollongong Coal Limited (No 5)
Keywords
INTERNATIONAL SALE OF GOODS AGREEMENTS - BETWEEN A SINGAPOREAN TRADER AND AUSTRALIAN COAL-MINING COMPANIES - REFERENCE TO UNIDROIT PRINCIPLES AS A MEANS OF INTERPRETING CISG (ART. 8)
INTERPRETATION OF CONTRACT - COMMON INTENTION OF THE PARTIES - SUBSEQUENT CONDUCT OF THE PARTIES - NEGOTIATIONS AND RELEVANT CIRCUMSTANCES IN ORDER TO DETERMINE WHETHER A BINDING CONTRACT HAS BEEN CONCLUDED - REFERENCE TO CISG ART. 8 AND UNIDROIT PRINCIPLES
Abstract
The dispute arose out of a series of commercial arrangements between the Appellant, a Singapore-based commodities trader, and the Respondents, Australian coal-mining companies. In 2013, the Appellant advanced USD 20 million under a coal purchase arrangement. After the Respondents failed to deliver the contracted coal and subsequently defaulted on repayment arrangements, the parties negotiated a broader settlement. As part of that settlement, they executed several agreements, including two Coal Sale Agreements (CSAs), a purchase agreement, an escrow agreement, a settlement deed and a memorandum of understanding.
The Appellant later alleged that the CSAs required the Respondents to supply approximately one million tonnes of unwashed coking coal annually and sought damages for breach of contract. The Respondents argued that the CSAs were merely framework agreements, leaving essential terms such as quantity, quality, price and shipping conditions to be agreed at a later stage.
Accordingly, the Court had to determine whether the CSAs constituted binding contracts for the international sale of goods under the CISG and whether they were sufficiently definite to be enforceable.
Having found that the CISG governed the interpretation of the agreements, the Court considered the interpretative framework established by Article 8 CISG. The Court emphasised that, unlike the common law approach, Article 8 requires consideration of all relevant circumstances, including negotiations, practices established between the parties, usages and subsequent conduct.
In this context, the Court referred to the UNIDROIT Principles of International Commercial Contracts as an international interpretative aid. It observed that the Principles provide that contracts should be interpreted in accordance with the parties' common intention and, where such intention cannot be established, according to the meaning that reasonable persons in the same circumstances would attribute to the contract.
The Court further noted that the UNIDROIT Principles do not permit the subjective understanding of one party to prevail over the parties' actual agreement. Rather, evidence of negotiations, intentions and subsequent conduct may be taken into account in order to ascertain the proper interpretation of the contract. Applying these principles together with Article 8 CISG, the Court examined the negotiations, drafting history and subsequent conduct of the parties to determine the legal nature and effect of the CSAs.
The Court dismissed all claims brought by the Appellant.
It held that, although the CISG applied to the Coal Sale Agreements, those agreements did not impose a binding obligation on the Respondents to supply fixed quantities of coal. Properly construed, the CSAs were framework agreements requiring further agreement on essential commercial terms.
The Court further found that the agreements lacked sufficient definiteness under Article 14 CISG, as they did not adequately identify the goods to be supplied nor provide a fixed or ascertainable price. Consequently, they could not be regarded as enforceable contracts for the international sale of goods.
The Appellant's claims based on estoppel and misleading or deceptive conduct were also rejected.
Accordingly, the application was dismissed and the Appellant was ordered to pay the Respondents' costs.
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Source
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