CONTRACT LAW
CASE NAME: Interfoto Picture Library v Stiletto Visual Programmes [1989] QB 433
1. Which court?
2. How many judges?
3. Who has brought this case to this court?
The plaintiffs dispatched to the defendants transparencies packed in a bag with a delivery note
which clearly specified that the transparencies were to be returned by 19 March and which, under
the heading 'Conditions' printed prominently in capitals, set out nine printed conditions in four
columns. Condition 2 stated that all transparencies were to be returned within 14 days from the
date of delivery and that 'A holding fee of £5 plus VAT per day will be charged for each transparency
which is retained by you longer than the said period of 14 days'. The defendants accepted delivery of
the transparencies but it was unlikely that they read any of the conditions. The defendants did not
use the transparencies for their presentation but instead put them to one side and forgot about
them. The transparencies were not returned to the plaintiffs until 2 April. The plaintiffs sent the
defendants an invoice for £3,783.50 being the holding charge calculated at £5 per transparency per
day from 19 March to 2 April.
4. What outcome or relief do s/he/they want from the court?
D refused to pay the sum demanded.
5. Did s/he/they get this outcome? If not, what happened?
Defendants appeal allowed – because insufficient notice was given of it, the ‘holding charge’ clause
was not incorporated into the contract.
6. What is the primary reasoning for the outcome (potentially, ratio of the case)?
Dillon LJ – “Condition 2 of these plaintiffs' conditions is in my judgment a very onerous clause. The
defendants could not conceivably have known, if their attention was not drawn to the clause, that
the plaintiffs were proposing to charge a 'holding fee' for the retention of the transparencies at such
a very high and exorbitant rate. At the time of the ticket cases in the last century it was notorious
that people hardly ever troubled to read printed conditions on a ticket or delivery note or similar
document. That remains the case now. In the intervening years the printed conditions have tended
to become more and more complicated and more and more one-sided in favour of the party who is
imposing them, but the other parties, if they notice that there are printed conditions at all, generally
still tend to assume that such conditions are only concerned with ancillary matters of form and are
not of importance. In the ticket cases the courts held that the common law required that reasonable
steps be taken to draw the other parties' attention to the printed conditions or they would not be
part of the contract. It is in my judgment a logical development of the common law into modern
conditions that it should be held, as it was in Thornton v Shoe Lane Parking Ltd, that, if one condition
in a set of printed conditions is particularly onerous or unusual, the party seeking to enforce it must
show that that particular condition was fairly brought to the attention of the other party. In the
present case, nothing whatever was done by the plaintiffs to draw the defendants' attention
particularly to condition 2; it was merely one of four columns' width of conditions printed across the
foot of the delivery note. Consequently condition 2 never, in my judgment, became part of the
contract between the parties.”
Bingham LJ – “The tendency of the English authorities has, I think, been to look at the nature of the
transaction in question and the character of the parties to it to consider what notice the party
alleged to be bound was given of the particular condition said to bind him; and to resolve whether in
CASE NAME: Interfoto Picture Library v Stiletto Visual Programmes [1989] QB 433
1. Which court?
2. How many judges?
3. Who has brought this case to this court?
The plaintiffs dispatched to the defendants transparencies packed in a bag with a delivery note
which clearly specified that the transparencies were to be returned by 19 March and which, under
the heading 'Conditions' printed prominently in capitals, set out nine printed conditions in four
columns. Condition 2 stated that all transparencies were to be returned within 14 days from the
date of delivery and that 'A holding fee of £5 plus VAT per day will be charged for each transparency
which is retained by you longer than the said period of 14 days'. The defendants accepted delivery of
the transparencies but it was unlikely that they read any of the conditions. The defendants did not
use the transparencies for their presentation but instead put them to one side and forgot about
them. The transparencies were not returned to the plaintiffs until 2 April. The plaintiffs sent the
defendants an invoice for £3,783.50 being the holding charge calculated at £5 per transparency per
day from 19 March to 2 April.
4. What outcome or relief do s/he/they want from the court?
D refused to pay the sum demanded.
5. Did s/he/they get this outcome? If not, what happened?
Defendants appeal allowed – because insufficient notice was given of it, the ‘holding charge’ clause
was not incorporated into the contract.
6. What is the primary reasoning for the outcome (potentially, ratio of the case)?
Dillon LJ – “Condition 2 of these plaintiffs' conditions is in my judgment a very onerous clause. The
defendants could not conceivably have known, if their attention was not drawn to the clause, that
the plaintiffs were proposing to charge a 'holding fee' for the retention of the transparencies at such
a very high and exorbitant rate. At the time of the ticket cases in the last century it was notorious
that people hardly ever troubled to read printed conditions on a ticket or delivery note or similar
document. That remains the case now. In the intervening years the printed conditions have tended
to become more and more complicated and more and more one-sided in favour of the party who is
imposing them, but the other parties, if they notice that there are printed conditions at all, generally
still tend to assume that such conditions are only concerned with ancillary matters of form and are
not of importance. In the ticket cases the courts held that the common law required that reasonable
steps be taken to draw the other parties' attention to the printed conditions or they would not be
part of the contract. It is in my judgment a logical development of the common law into modern
conditions that it should be held, as it was in Thornton v Shoe Lane Parking Ltd, that, if one condition
in a set of printed conditions is particularly onerous or unusual, the party seeking to enforce it must
show that that particular condition was fairly brought to the attention of the other party. In the
present case, nothing whatever was done by the plaintiffs to draw the defendants' attention
particularly to condition 2; it was merely one of four columns' width of conditions printed across the
foot of the delivery note. Consequently condition 2 never, in my judgment, became part of the
contract between the parties.”
Bingham LJ – “The tendency of the English authorities has, I think, been to look at the nature of the
transaction in question and the character of the parties to it to consider what notice the party
alleged to be bound was given of the particular condition said to bind him; and to resolve whether in
