Interfoto Picture Library Ltd v Stiletto Visual Programmes Ltd
A particularly onerous or unusual term must be fairly and reasonably brought to the other party's attention.
Facts
Stiletto, an advertising agency, telephoned Interfoto, a picture library, asking for photographs from the 1950s for a presentation. Interfoto sent 47 transparencies with a delivery note. Condition 2 of the nine printed conditions on the note stated that a holding fee of £5 plus VAT per transparency per day would be charged for every day the transparencies were kept beyond 14 days. Stiletto did not use the transparencies and forgot about them, returning them about four weeks later. Interfoto sent an invoice for £3,783.50, and Stiletto refused to pay.
Legal principle
The Court of Appeal held that condition 2 was not incorporated into the contract. Dillon LJ said that if a condition in a set of printed conditions is particularly onerous or unusual, the party seeking to enforce it must show that it was fairly brought to the other party's attention. The holding fee was unreasonable and extortionate, many times higher than the usual charges in the trade, and Interfoto had done nothing to draw it to Stiletto's attention. Interfoto recovered only a reasonable charge on a quantum meruit, assessed at £3.50 per transparency per week. Bingham LJ explained the result as an application of the principle of fair and open dealing.
Related cases on exclusion clauses and unfair terms
- Canada Steamship Lines Ltd v The King [1952] AC 192
- Chapelton v Barry Urban District Council [1940] 1 KB 532
- Curtis v Chemical Cleaning and Dyeing Co [1951] 1 KB 805
- Director General of Fair Trading v First National Bank plc [2001] UKHL 52, [2002] 1 AC 481
- George Mitchell (Chesterhall) Ltd v Finney Lock Seeds Ltd [1983] 2 AC 803
- Goodlife Foods Ltd v Hall Fire Protection Ltd [2018] EWCA Civ 1371
- Hollier v Rambler Motors (AMC) Ltd [1972] 2 QB 71
- Hopcraft v Close Brothers Ltd [2025] UKSC 33
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