CNIEB Pty Ltd v Rapid Platform Pty Ltd [2026] QCAT 15

QUEENSLAND CIVIL AND ADMINISTRATIVE TRIBUNAL CITATION: CNIEB Pty Ltd v Rapid Platform Pty Ltd [2026] QCAT 15 PARTIES: CNIEB PTY LTD (applicant) V RAPID PLATFORM PTY LTD (respondent) APPLICATION NO/S: MCD Q2820-23 MATTER TYPE: Other minor civil dispute matters DELIVERED ON: 9 January 2026 HEARING DATE: 28 February 2025 RECONSTITUTED ON: 20 October 2025 HEARD AT: Brisbane DECISION OF: Senior Member Lember, Acting Deputy President ORDERS: By 16 February 2026, the respondent is to pay the applicant the sum of $17,713.54 comprising: (a) $14,481.50 claim, (b) $2,852.54 interest, and (c) $379.50 filing fee. CATCHWORDS: ADMINISTRATIVE LAW – ADMINISTRATIVE TRIBUNALS – QUEENSLAND CIVIL AND ADMINISTRATIVE TRIBUNAL – minor civil dispute – claim for debt arising from invoice for services rendered where ‘contra’ deal was terminated Queensland Civil and Administrative Tribunal Act 2009 (Qld) s 3, s 11, s 102, s 168, schedule 3 Australia and New Zealand Banking Group Ltd v Westpac Banking Corporation [1988] HCA 17 Australian Woollen Mills Pty Ltd v Commonwealth (1955) 93 CLR 546 Bradshaw v Whitcombe [2017] QCATA 132 Cordon Investments Pty Ltd v Lesdor Properties Pty Ltd [2012] NSWCA 184 Cox v J & M Phelan trading as Carrara Carmart [2020] QCAT 190 David Securities v Commonwealth Bank [1992] HCA 48 Davis v Gray [2018] QCATA 147 Eastwood v Kenyon (1840) 113 ER 482 -- 1 of 9 -- 2 Pavey & Matthews Pty Ltd v Paul [1987] HCA 5 Roxborough v Rothmans of Pall Mall Australia Pty Ltd [2001] HCA 68 Yang & Anor v Wellcamp Properties Pty Ltd [2018] QCATA 161 APPEARANCES & REPRESENTATION: Applicant: Self-represented, by Ms Birtles-Eades, Director. Respondent: Self-represented, by Mr Hunt, director. REASONS FOR DECISION CNIEB Pty Ltd (CNIEB) seeks payment from Rapid Platform Pty Ltd (Rapid Platform) of $14,481.50 originally invoiced on 22 February 2023 and re-invoiced on 17 July 2023 after a ‘contra’ deal - whereby Rapid Platform were to provide services to CNIEB to an equivalent value of the services the subject of the invoice - was terminated. CNIEB also claims interest on the outstanding amount, as well as the filing fee of $379.50 and service fees of $139.15. By a response filed 22 July 2024, Rapid Platform dispute the claim on the basis that CNIEB surrendered the benefit of the contra work that had been agreed when they asked to be released from the remaining work they were to do for Rapid Platform. A hearing took place before an Adjudicator on 28 February 2025 and the matter was reconstituted pursuant to s 168 of the Queensland Civil and Administrative Tribunal Act 2009 (Qld) (QCAT Act) on 20 October 2025. Regard has been had to all filed evidence and submissions and to the transcript of the proceeding in making this decision. Jurisdiction The tribunal has jurisdiction to decide the claim as a minor civil dispute, because it seeks to recover debt or liquidated demand of money of up to $25,000.00.1 Chronology to the dispute Rapid Platform engaged CNIEB (trading as ‘Beinc’) to create a branding package that was initially to include: (a) Bespoke Communications Strategy involving a ‘deep dive’ into branding, development of branding purpose, objectives, mission and vision, brand positioning and other services, at an estimated cost of $12,450.00 plus goods and services tax (GST), (b) Brand Strategy Foundations including a workshop and brand imagery with other services, at a cost of $6,795.00 plus GST, and 1 Section 11 and schedule 3 of the Queensland Civil and Administrative Tribunal Act 2009 (Qld) (QCAT Act). -- 2 of 9 -- 3 (c) Web Design and Development (advanced refresh/rebuild) at a cost of $7,980.00 plus GST. The total cost of the work was quoted at $27,225.00 plus GST. Upon receipt of the quote, Mr Hunt expressed that his budget was $15,000.00 and, as alternative to ‘descoping’ the project, suggested offsetting some of the cost by Rapid Platform assisting CNIEB “with some process & tech consolidation and automation”.2 Thereafter, a ‘contra agreement’ was entered into whereby Rapid Platform would prepare for CNIEB a web-based software solution for the automation of communication and delivery of proposals to leads (the contra project). The contra project was quoted across two scopes, one being a Brand Strategy Process reflecting forty-four project hours valued at $8,800.00 plus GST and the second a Sales Process reflecting seventy-two project hours valued at $14,400.00 plus GST. Relevant terms of CNIEB’s engagement were contained in a proposal signed by Mr Hunt on 21 February 2023. Those terms included, among others: (a) In clause 3.1 that fees are payable in the amounts set out in the schedule set out in the proposal, (b) In clause 3.4 that invoices are payable within thirty days of receipt, plus a monthly service charge of 10% on all overdue balances. (c) In clause 4.1 that the client would pay additional charges for any changes outside the scope of the services to be provided at the standard hourly rate despite any maximum budget, contract price or final price agreed and that the timeline for delivering services would be modified as required by any such changes. (d) In clause 4.3 that CNIEB would undertake “commercially reasonable efforts” to perform the services within the times set out in the proposal and the client would promptly approve or comment or correct work submitted. (e) In clauses 11.1 and 11.2 that the agreement remained effective until the services are completed and delivered, unless terminated at any time by either party or the mutual agreement of the parties. (f) In clause 12.2 that notices could be given in writing, including by email and were effective upon receipt. An invoice dated 22 February 2023 was raised by CNIEB for the work it was to undertake for Rapid Platform, for a net payment sum of $5,368.00 (which was paid by Rapid Platform on 24 February 2023). The invoice contained a line entry as follows: Discount applied for partnership contra (22,345.00) It is not disputed that the contra work did not proceed much beyond initial scoping. According to emails filed, Mr Birtles-Eades of CNIEB communicated to Mr Rattu of Rapid Platform that an amended contra proposal was signed on 11 July 2023 and returned to Rapid Platform on that date. It appears that the attachment comprising the 2 Email dated 15 February 2023. -- 3 of 9 -- 4 signed proposal was omitted from the email and then never sent. Ms Birtles-Eades said in the hearing that the contra proposal was never signed. Nothing turns on this. Following an exchange of emails on 17 July 2023 the agreement between the parties, including the contra project, was terminated in the following circumstances: (a) Mr Hunt had expressed concern that the project was taking moving too slowly and had wanted to be involved in the development of the project more actively than had been permitted. (b) Ms Birtles-Eades expressed concerns about the dynamic of the relationship and that the expectations of each party didn’t appear to be aligned. (c) The inclusion of what Ms Birtles-Eades described as “multiple additional projects” that expanded the initial scope and necessarily elongated timeliness was distributing their workflow. She also expressed concerns about the “incongruity between the proposed and invoiced aspects of the agreement”, that it was not “matching expectations”, and she proposed “not proceeding with the project”. (d) Ms Birtles-Eades ultimately indicated that: Our work on the capability statement, being a separate and commissioned project, is nearing completion. In hindsight, the ‘contra’ agreement may not have been the optimal choice, despite our initial optimism. (e) In reply, Mr Hunt replied that he would let his team know that CNIEB were not proceeding with the Rapid project and that he looked forward to receiving the capability statement CNIEB had finalised. Later that day, CNIEB issued a revised invoice that it says reflected completion of the branding documents and communication guidelines, termination of the contra agreement, removed their uncompleted website work and discounted the original invoice by $1,200.00 to offset some of Rapid Platform’s initial contributions. The revised invoice was for the sum of $19,849.50, of which $5,368.00 had been paid and $14,481.50 was due and payable by “23 February 2023”. Upon receipt of the revised invoice, Mr Hunt replied: I wont be paying this bill. I was amicable with the not going forward with the project because we were calling it quits as it stands now and I wanted to leave on good terms. RAPID are over 3 months behind where we wanted to be with the website and we must start the process again…. If you want to hold us to it then we will continue the ‘contra’ deal as per our original agreement and we will complete the approved project…otherwise we can call it even here. The question in this application is therefore is whether the applicant having agreed to a ‘contra’ arrangement that resulted in the discounting of its invoice to the respondent, can reinstate its original charges or otherwise recover a payment from the respondent where the contra arrangement did not proceed. -- 4 of 9 -- 5 Discussion [19] It is apparent on the evidence that: (a) Rapid Platform engaged CNIEB on the terms of the proposal signed 21 February 2023 to provide branding and other services identified in the proposal to Rapid Platform. (b) CNIEB’s quoted price for those services was $24,579.50 including GST. (c) As this exceeded Rapid Platform’s budget, which they expressed to be $15,000.00 at the time, Rapid Platform engaged CNIEB and offered to pay for their services by Rapid Platform providing services to CNIEB in a ‘contra’ arrangement. Each party made arguments in favour of their position but, respectfully, both were flawed. Rapid Platform argued, firstly, that CNIEB’s 22 February 2023 invoice was ‘paid’ in full by the act of Rapid Platform agreeing to provide services to CNIEB at no charge. At the hearing Mr Hunt pursued the argument that the application of the discount for the contra agreement in the invoice, rendered the invoice as “fully paid”. In so arguing, Rapid Platform confuse the concept of ‘consideration’ with payment or performance of a promise to pay. A legally enforceable agreement (contract) requires an offer, acceptance of that offer, consideration for the promises made and an intention to create legal relations.3 The terms must be certain, and the parties must have capacity to contract. In simple terms, consideration requires that, if someone makes a promise to do something (promisor) for another person (promisee), the latter must in return give the promisor something in order to make the promise binding. In short, consideration is the mutual exchange of promises.4 Often, consideration is monetary, but it need not be. In this case, CNIEB agreed to provide services to Rapid Platform at the prices set out in their signed proposal. In consideration for Rapid Platform agreeing to provide services of an equivalent value to CNEIB, CNEIB discounted their services to the value of the contra services to be provided and rendered an invoice accordingly. What subsequently occurred is that Rapid Platform did not supply the contra services by the time the contracts were terminated, and, therefore, did not pay for the services provided by CNIEB in the previously agreed method of payment. The promise to provide the contra services could not amount to actual payment until the contra services are provided. Secondly, Rapid Platform say that the termination emails exchanged on 17 July 223 evidence a “where is how is” or “walk away” agreement by both parties. In the hearing Mr Hunt explained that the “as is where is” was simply his understanding of how the agreements were being ended and did not say that the emails expressly stated that to be the case. 3 Australian Woollen Mills Pty Ltd v Commonwealth (1954) 93 CLR 546. 4 Eastwood v Kenyon (1840) 113 ER 482. -- 5 of 9 -- 6 The language used to terminate the agreements on 17 July 2023 does not support a finding that CNEIB terminated based on a ‘walk away’ position, or on the basis that it waived or forfeited any claim to payment under the agreement. Those words, or words to that effect were not used, they cannot be implied, and are contrary to the express terms of clause 11 of the proposal that was entered into after the contra agreement was reached. In the hearing Ms Birtles-Eades insisted that in conversations with Mr Hunt around the entry into the contra proposal, she emphasised her need to protect CNIEB so that “in case something did go horribly wrong we would get paid for the work we would get done”. She said that her proposal therefore included clause 11 dealing specifically with payment upon termination. On termination, CNIEB agreed that Rapid Platform did not have to provide the contra services, but there is no evidence that they expressly waived payment under the terms of their agreement with Rapid Platform. Nothing in the conduct of the parties suggests that the terms of the CNIEB contract intended to apply upon mutual termination ceased to apply. Finally, Rapid Platform argue that they are ready willing and able to reinstate the contra agreement and to provide CNIEB with the services they were to provide. This submission is easily dealt with - it is not open to them to do so - once both contracts were terminated by mutual agreement, neither party could unilaterally reinstate them without the agreement of the other. In terms of CNIEB’s submissions, they argued that: (a) The agreements were terminated because of contractual breaches and/or non- performance by Rapid Platform and the invoice adjustments were necessitated by Rapid Platform’s breaches. (b) In any event, clause 11 of their contract entitles them to invoice and to receive payment for the same. (c) Although not expressed in those words, Rapid Platform will be unjustly enriched if they are permitted to receive the benefit of work done by CNIEB without paying for it monetarily in circumstances where the alternative method of payment (supply of the contra services) is not proceeding. As to the issue of breach, there is no merit or relevance in this argument. Even if a party was, or both parties were in breach at the time of termination, neither contract was terminated for breach. Each was expressly terminated by mutual agreement. Having been signed after the contra agreement was reached, there is no reason to suggest that clause 11.3 would not apply to the mutual termination of the contracts that occurred on 17 July 2023. Under clause 11.3 CNIEB was, upon termination of the agreement, entitled to be compensated for the services performed through the date of termination at the greater of any advance payment, the prorated portion of the fees due or the hourly fees for work performed as at the date of termination, whichever was the greater. CNIEB removed from the invoice the website work that had not been completed, and they did allow a sum, which they say, and the tribunal accepts, is likely generous, to Rapid Platform for time spent scoping the contra work that did not proceed. -- 6 of 9 -- 7 Rapid Platform did not argue that CNIEB did not perform the work it invoiced, although they took issue with the amount of time it took, and in correspondence and in fact their response, indicated that they considered themselves entitled to the benefit of the work undertaken, namely, the intellectual property rights that were to transfer upon payment under the terms of the contract. In those circumstances, as a matter of contract, CNIEB was entitled to render an invoice for their services and to receive payment for it. Rapid Platform agreed to terminate the contra agreement knowing that it would remove their alternate method of payment for CNIEB’s services. CNIEB did not by words or conduct forfeit or waive any right to payment upon the mutual termination. That leaves Rapid Platform with a contractual obligation to pay the invoice rendered. In the hearing, Ms Birtles-Eades noted the cost to CNIEB of providing the services, including labour and consequential out of pocket expenses such an employee superannuation. She pointed out that CNIEB supplied “95%” of the services it contracted with Rapid Platform to provide and, as at the date of termination, Rapid Platform had provided none of theirs. It is well established that a liquidated claim in restitution will also fall within the tribunal’s minor civil dispute jurisdiction. For example, in Davis v Gray5 the appeal tribunal held that restitution claim for an ascertained amount based on unjust enrichment did “appear to fall within the jurisdiction exercised by the tribunal in MCDs as a liquidated demand of money”. Ms Davis engaged a building company to do some building and car park renovation for a commercial property she owned. Contracts were entered into and both provided for regular payments by Ms Davis to the building company. In June 2014, Mr Gray, sole director and shareholder of the building company, asked for payments to be made to him, rather than the company. Ms Davis complied but the building work was never completed, and she pursued a claim against Mr Gray for the return of her money. Having found that the contracts were between Ms Davis and the building company, the tribunal considered whether Mr Gray was liable to return the overpayment. In Bradshaw v Whitcombe6 Justice Carmody remitted a claim for a contribution on the principle of restitution, seemingly on the basis that it was a claim to recover a debt or liquidated demand of money and in Yang & Anor v Wellcamp Properties Pty Ltd7 Member Roney KC accepted jurisdiction when considering a claim concerning an ascertained amount of money improperly dealt with out of a trust account.8 Restitution as a cause of action will extend to circumstances of unjust enrichment,9 relevant principles being:10 5 [2018] QCATA 147. 6 [2017] QCATA 132. 7 [2018] QCATA 161. 8 At [39]. 9 See Lord Wright, Restatement of the Law of Restitution, (1937) 51 Harvard Law Review 369. 10 Chief Justice Allsop AO, Restitution: Some Historical Remarks 4 November 2005, Forbes Society Lecture, Federal Court of Australia “Judges’ Speeches” at [98] to [100]. -- 7 of 9 -- 8 (a) “unjust enrichment” is not a principle of recovery, but rather an informing principle or unifying or organising concept;11 (b) a two-stage approach is to be adopted requiring: (i) identifying an unjust or qualifying or vitiating factor that causes enrichment such as mistake, duress, conditionality of payment, request, failure of consideration; and (ii) establishing that the defendant has no juristic reason entitling retention of the enrichment;12 and (c) there is an explicit recognition of the equitable character of the action by the application of equitable principles in ascertaining who should properly bear the loss and why.13 Therefore, the questions to be answered are: (a) Was Rapid Platform enriched? (b) Was the enrichment at CNIEB’s expense? (c) Was the enrichment unjust? (d) Are there any defences or vitiating factors that would deny the CNIEB its remedy? Rapid Platform has benefited from its receipt of the branding services supplied to it by CNIEB. It has clearly been enriched by the arrangement. The enrichment is at CNIEB’s expense – they provided the services to Rapid Platform and devoted time, resources, and expense in doing so. They lost the opportunity to supply services to other clients whilst serving Rapid Platform. The enrichment of the respondents is, in all the circumstances unjust because: (a) The contra agreement, when made, represented an agreement to exchange services roughly equivalent in value, with a top up cash payment to CNIEB to reflect the minor difference in value. (b) In providing its services first in time, CNIEB carried the financial risk of the transaction, albeit protected by clause 11 of their contract. (c) Upon termination of the contra arrangement, by mutual agreement, after CNIEB provided the bulk of its services, but before Rapid Platform provided theirs, the consideration offered by Rapid Platform effectively failed or was withdrawn. (d) An order dismissing the application would have the effect of allowing Rapid Platform to retain the enrichment at the expense of CNIEB, when the initial agreement between the parties was that they should mutually benefit to an almost equal value. 11 Pavey & Matthews Pty Ltd v Paul [1987] HCA 5; 162 CLR 221 at 256-257; Australia and New Zealand Banking Group Ltd v Westpac Banking Corporation [1988] HCA 17; 164 CLR 662 at 673; David Securities v Commonwealth Bank [1992] HCA 48; 175 CLR 353; Roxborough v Rothmans of Pall Mall Australia Pty Ltd [2001] HCA 68; 208 CLR 516 at 543-545 [70]-[74]. 12 Roxborough v Rothmans of Pall Mall Australia Pty Ltd [2001] 208 CLR 516 at [20]. 13 Australian Financial Services and Leasing Pty Ltd v Hills [2014] HCA 14; 307 ALR 512 at 537 [78]. -- 8 of 9 -- 9 As stated, where CNIEB had not waived payment, and neither party terminated for breach there is nothing on the evidence or submissions that would disentitle CNIEB to payment. Decision and orders [48] CNIEB are entitled to payment of the invoice rendered in the amount of $14,481.50 and I order that payment. [49] Although the revised invoice issued 22 February 2023 noted a ‘due date’ of 23 February 2023, it did not issue under 17 July 2023. [50] Under clause 3.4 of the contract, invoices were payable within thirty days of receipt. The due date for payment of the invoice issued 17 July 2023 was, therefore, 16 August 2023. [51] The CNIEB seeks an order for interest on the outstanding sum at the court scale from 28 February 2023. As the revised invoice was not due for payment until 16 August 2023, interest accrues from that date. Applying the court calculator, pre-judgment rate, I award interest on the claim from 16 August 2023 in the sum of $2,852.54. [52] As the applicant has been wholly successful in the proceeding, and as they did not benefit from the contra arrangement, I find that the interests of justice require an award of the filing fee paid in the sum of $379.50 and I award that sum pursuant to section 102 of the QCAT Act. It is not clear on the evidence whether the claimed service fees were actually incurred, and the claim for service fees is refused on that basis. [53] For the reasons given, the tribunal orders that, by 16 February 2026, the respondent is to pay the applicant the sum of $17,713.54 comprising: (a) $14,481.50 claim, (b) $2,852.54 interest, and (c) $379.50 filing fee. -- 9 of 9 --